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Constitution and By-Laws

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The constitution and by-laws shall come fully in to operation commencing July 1, 2002 following the 13th International Symposium on Carotenoids in 2002. The constitution and by-laws shall operate for the period following the business meeting at the 12th International Symposium on Carotenoids in 1999.

ARTICLE I NAME

A. The name of the organization shall be THE INTERNATIONAL CAROTENOID SOCIETY (THE SOCIETY)

B. The location of the office of The Society shall be associated with the office of the secretary.

ARTICLE II PURPOSE

The purpose of The Society shall be to encourage, promote and facilitate research, education and other activities in the field of carotenoids, through the organization of triennial International Symposia, regional and other meetings and workshops and other activities designed to further and promote the carotenoid field. The Society and its business and activities shall be independent of any other organization, association, corporation or company, except in relation to joint activities (Article IX).

ARTICLE III MEMBERSHIP

A. Eligibility. Any person with activities or interests in any aspects of carotenoids may apply for membership.

B. Application. Application for membership shall be made to the secretary of The Society and shall be acted upon in accordance with procedures established by the Council of The Society.

C. Dues. The Council shall establish the dues for membership once every three years, and these dues will apply for the following for the following three year period.

D. Rights and Privileges. Members shall be eligible to vote on any matter subject to a vote of the membership under these by-laws, and shall be eligible to hold office. The rights and privileges of membership are conditional upon the membership dues having been paid.

E. Other Categories of membership. The definition of these categories of membership, and the rights, privileges, and membership dues associated with them shall be determined by the Council.

F. Delinquency. Any member whose dues remain unpaid within the time specified by the council shall automatically be dropped from membership of The Society but shall be reinstated whenever the member discharges all past indebtedness to The Society.

ARTICLE IV COUNCIL AND OFFICERS OF THE SOCIETY

A. The Council. The affairs of The Society shall be managed by a board of directors, which shall be called The Council.

B. Powers of The Council. The Council shall have the power of management and supervision of the property and affairs of operating elections and other ballots of members, The Society, including appropriation of funds, establishing dues, calling membership meetings, selecting future sites for the triennial meetings of The Society, deciding and executing policy and activities of The Society, and all other authority relating to the management of The Society that customarily resides in a corporatios board of directors.

C. Composition of The Council. The council shall be composed of four Officers, namely:

The President of The Society

The President-Elect of The Society

The Secretary of The Society

The Treasurer of The Society

And six elected Councilors.

The immediate Past President of The Society shall also be a member of the Council for the three-year period following his/her term of office as President. The appointed organizer of an International Symposium on Carotenoids shall serve as a member of the Council for the three-year periods before and after the year of the Symposium of which he/she is the organizer.

D. Eligibility to serve as an Officer or Councilor. Any member of The Society is eligible for election as an Officer or Councilor. A Councilor is eligible for subsequent election as an Officer but, upon such election, shall cease to be a Councilor.

E. Term of Office. A term of Office shall consist of one or more three-year periods running from July 1 to June 30.

1. The President shall serve for a term of three years beginning July 1 after service as President-Elect for three years. The President shall then remain as a member of the Council for three years as Immediate Past President.

2. The President-Elect shall serve for a term of three years beginning July 1 and shall thereafter become the President of The Society.

3. The Secretary and The Treasurer shall be appointed by the Council from within its ranks and shall serve for an initial period of three years, after which they may serve for a further period of three years by approval of The Council.

4. Councilors shall be elected for a six-year term. The total number of Councilors shall be six; three shall be elected every three years. A Councilor shall be eligible to stand for re-election for one further six-year term. A Councilor is eligible for election as an Officer, but upon such election, shall cease to be a Councilor.

F. Election of President-Elect and Councilors. Every third year a ballot shall be held to elect President-Elect and Councilors as required. Candidates may be nominated by Council or by members, according to the nomination procedures established by the Council. The ballot shall be conducted in accordance with procedures established by the Council. The ballot shall be conducted by electronic means.

G. At least one member of the Council must be affiliated with academia, and at least one member must be affiliated with the corporate sector.

H. Resignation. Any Officer or Councilor of The Society may resign by notifying the Secretary in writing, or, in the case of the Secretary, by notifying the President in writing.

I. Removal. Any Officer or Councilor may be removed at any time by a vote of two-thirds of the Councilors then in office or two-thirds of the members of The Society, whenever in their judgment the best interests of the Society will be served thereby.

J. Vacancies. Any vacancy occurring in an Office or in the Council of The Society shall be filled by a majority vote of the Councilors then in Office. Any Officer or Councilor so elected to fill a vacancy shall remain in office until the next election of The Society and shall then be eligible for election by the members for a normal term.

K. Compensation. Councilors shall receive no compensation for their services as Councilors but may be reimbursed for expenses incurred in carrying out their duties if approved by the Council and if such reimbursement does not affect the qualification of the ICS under any tax law of the country in which the ICS is incorporated.

ARTICLE V DUTIES OF OFFICERS

The Officers of The Society shall have the following duties:

1. The President shall act as chief executive officer and operating officer of The Society and shall preside at all meetings of The Society and of the Council.

2. The President-Elect shall take over the role of President in the absence or the inability of the President to act.

3. The Treasurer shall keep and administer the Society accounts, control funds, prepare the triennial budgets and fiscal reports, and perform all other duties customarily undertaken by the Treasurer of a corporation.

4. The Secretary shall have custody of the records of The Society, shall keep the minutes of the meetings of The Society and of the Council, shall maintain a register of members, shall send notification of all business meetings of The Society and Council, and shall be responsible for communication with and dissemination of information to members. With approval of The Council, the Secretary may delegate appropriate administrative duties to an administrative secretary who shall be directly responsible to the Secretary but will not be a member of the Council or have any executive power or authority to speak for The Society on any matter.

ARTICLE VI BUSINESS MEETINGS OF THE SOCIETY

A. Triennial Meeting. The Society shall normally hold a business meeting of the members at each triennial International Symposium on Carotenoids..

B. Additional Meetings. Additional meetings of members of The Society may be called by the Council at any time. Members of the Society shall be notified of any such additional meeting at least four weeks in advance. In lieu of holding a meeting of the members, the Council may submit any matter to the members for electronic debate and determination by electronic ballot, according to the procedures established by the Council.

C. Voting. In any electronic ballot of the membership of The Society, each active member shall be entitled to one vote on any matter requiring a vote of the members.

D. Quorum. At any official meeting of The Society, an affirmative vote of a majority of the members present shall be necessary for the adoption of any matter.

ARTICLE VII MEETINGS OF THE COUNCIL

A. Meetings. The Council shall hold a meeting during each triennial International Symposium on Carotenoids.. Other meetings may be convened at any time as determined by the President or Council. Such meetings may be conducted via electronic communication.

B. Action by Ballot. Any action required or permitted to be taken at a meeting of the Council may be decided by electronic ballot by mail, including electronic mail. The affirmative vote of a majority of the members of The Council shall be necessary for the adoption of any matter voted upon by mail ballot by the Council.

C. Quorum. At any meeting of the Council, either regular or special, one-third of the Councilors shall constitute a quorum. Unless otherwise required, the vote of a majority of the Councilors present and voting at a meeting at which a quorum is present shall be necessary for the adoption of any matter. The members of the Council shall act only as a Council and the individual Councilors shall have no powers as such.

D. In the case of a tied vote, the matter shall be decided by the casting vote of the President.

ARTICLE VIII COMMITTEES

A. Committees. The Society may establish the following standing committees which shall be responsible to the Council.

1. Finance Committee. The purpose of the Finance Committee shall be to review the financial status of The Society, develop a budget, make any recommendations to the Council relating to finances, financial policy, investments, raising and utilization of funds, and shall submit a triennial financial report to the membership following the end of each three-year period.

2. Publications and Public Relations Committee. The purpose of a Publications and Public Relations Committee shall be to determine and operate policy for any publications of The Society and for publicity, relations with the media, advertising and promotion of the Society.

3. Symposium and Meetings Committee. The Council as a whole shall be responsible for the selection of the venue and organizer for future International Symposia on Carotenoids, and for advising on the programme. In addition, a Symposium and Meetings Committee may be established, the purpose of which shall be to , for the overall organization and planning of the International Symposia, make plans and recommendations to the Council for other conferences and workshops and for participation in joint meetings or part-meetings with other organizations.

4. Branches and Affiliations Committee. The purpose of the Branches and Affiliations Committee shall encourage the establishment of regional branches of the International Society and shall review and recommend to The Council appropriate action on any application to establish a Branch. This Committee shall also review the establishment of working relations with other organizations (Article IXB), and make recommendations of appropriate action.

5. Education and Training Committee. The purpose of the Education and Training Committee shall be to make plans and recommendations to Council on matters of policy and activities in relation to education and training in the carotenoid field.

B. Other Committees. The President or the Council may at any time establish other such committees or working groups as may be deemed appropriate for the objectives of The Society. All such committees or working groups shall report to the Council and may be disestablished by the Council at any time.

C. Appointment of Committee Members. The President of The Society (in consultation with the Council) shall appoint all members and chairpersons of committees of The Society. Any member of The Society shall be eligible to serve on any committee of The Society.

ARTICLE IX BRANCHES AND AFFLILIATIONS

A. Branches. The Council may establish criteria, requirements, and procedures for the formation, operation and termination of regional Branches of the Society. A Branch shall include one or more countries. Each Branch shall retain its autonomy and independence, but shall function under the provisions of a charter which defines the relationship between the Branch and the Society.

1. Objectives and Purposes. The objectives and purposes of the Branch shall be compatible with those of the Society.

2. Membership. Any member of a Branch becomes a member of The Society, subject to payment of dues appropriate to membership of The Society.

3. Officers and Councilors. The Officers and Councilors of The Branch shall be persons who are in good standing of The Society. The President or chief executive of each Branch, or their representative, shall normally be a member of the Branches Committee of The Society.

4. Policy. The responsibility for determining Branch policy is set out in the by-laws of the Branch. The Branch may designate spokesmen to represent the Branch in carrying out such policy BUT no person shall presume to speak for the Branch or The Society on matters without appropriate authorization. However, these provisions shall not be constructed so as to limit members of Branches from expressing their personal views either publicly or privately. The Branch shall not presume to speak for The Society without appropriate authorization by The Society.

5. Application. Any group may submit an application to the Council for approval for the establishment of a Branch. A Branch shall be established upon the approval of such application by The Council. Such Branch shall continue in existence until the Branch dissolves or until the Council takes action to withdraw its approval of the Branch.

B. Affiliations. The Society may establish reciprocal working relationships with any local, national or international organization whose objectives and activities closely relate to the interests of the Society. The Society may lend its support to joint meetings or sessions in meetings with such another organization.

ARTICLE X PUBLICATIONS

The Society may publish materials from time to time. No material shall be published in the name of The Society without authorization by The Council.

ARTICLE XI CONTRACTS AND LEGAL OBLIGATIONS

A. Contracts. The Council may enter into any contract and deliver any instrument in the name and on behalf of The International Carotenoid Society. Such authority may be general or confined to specific instances. Any contract shall be executed by the President.

B. Loans. No loans shall be contracted on behalf of The International Carotenoid Society and no evidence of indebtedness shall be issued in its name unless authorized by The Council. Such authority may be general or confined to specific instances. Any loan shall be executed by the President in the name of the Society.

C. Checks and Drafts. All checks, drafts or other orders for payment of money, issued in the name of The International Carotenoid Society or of any of the conferences sponsored by The International Carotenoid Society, shall be signed by such officer, employee, or agent of The International Carotenoid Society and in such a manner as shall be determined from time to time by The Council.

D. Deposits. All funds of The International Carotenoid Society not otherwise employed shall be deposited from time to time to the credit of The International Carotenoid Society in such depositories as the Council may select, on the advice of the Finance Committee.

ARTICLE XII GENERAL PROVISIONS

A. Waiver of Notice. Whenever any notice is required to be given to any Councilor or other person under the provisions of the Articles of Incorporation of these by-laws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

B. Auditors. A certified public accountant may be employed by the Council to audit the books of The International Carotenoid Society for each fiscal year and at such other times and for such periods as the Council may deem advisable, and to furnish the reports on such audits and make available a triennial report of audits completed.

C. Prohibition Against Sharing in Society Earnings. No Councilor, officer, employee, or agent of, or person connected with The International Carotenoid Society or any other private individual shall receive at any time of net earnings or pecuniary profits from the operations of The Society, except that the council may employ and pay any person reasonable compensation for services rendered to or for The Society in effecting any of its purposes.

D. Exempt Activities. Not withstanding any other provision of these by-laws, no Councilor, officer, employee, agent, or other representative of The Society shall take any action or carry on any activity by or on behalf of The Society not consistent with the exempt status of the country of incorporation.

E. Fiscal Year. The fiscal year of The Society shall begin on the first day of July and end on the last day of June in each year.

F. Indemnification. The Society shall indemnify, to the full extent permitted by the laws of the country of incorporation, any Councilor, officer, employee, or agent of The Society against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which such individual is made a party by reason of being or having been such Councilor, Officer, employee, or agent, except that the Society shall not indemnify such individuals for willful misconduct. Such Indemnification shall not be deemed exclusive of any other rights to which such Councilor, Officer, employee, or agent may be entitled under any agreement, vote of the Council, or otherwise.

G. Insurance. The Society may purchase such directors and officers liability insurance as the Council may from time to time deem advisable.

ARTICLE XIII AMENDMENTS

A. By-laws. These by-laws may be amended at any triennial or special meeting of members upon a majority vote of those active members voting, except that no such action shall be taken that would adversely affect the qualification of The Society under the appropriate tax laws of the country of incorporation.

B. Articles of Incorporation. The Articles of Incorporation may be amended at any triennial or special meeting of members upon a two-thirds vote of those active members present and entitled to vote at a meeting of the members, except that no such action shall be taken that would adversely affect the qualification of The Society under the appropriate tax laws of the country of incorporation.

C. Proposals. Proposed amendments to the by-laws of The Articles of Incorporation may be sent in writing to the Council at any time by any active member. Any amendment endorsed in writing by 50 active members shall be submitted for electronic debate and an electronic vote of the entire active membership.

ARTICLE XIV DURATION AND DISSOLUTION

A. Duration. The Society shall continue as a corporation until a proposal for dissolution shall be passed by the Council and the members of The Society. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to the Articles of Incorporation and shall comply with the provisions of ARTICLE XIII(B) of these by-laws

B. Dissolution. Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for purposes commensurate with the purpose of The Society, as described in ARTICLE III(B) of these by-laws to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under the tax laws of the country of incorporation.

The Council (including H. A. Frank, President-elect, G. Britton, J. Bertram, S. Liaaen-Jensen, S. Mayne, J. Erdman, H. Pfander, T. Moore, J. Lugtenburg, P. Bowen, M. Ito, L. Schlipalius and H. Dieter-Martin) and the membership certify that the International Carotenoid Society was formed by the adoption of this document effective July 1, 2002.

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