By-law

ARTICLE I. NAME

The Association shall be called "The International Association for Intelligent Biology and Medicine". The abbreviation is “IAIBM”.

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ARTICLE II. OBJECTIVES

The Association is a non-profit organization. The mission of the Association is to advance intelligent biology and medicine in science, health, and society through excellence in research, education, training, and collaboration.

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ARTICLE III. MEMBERSHIP

Section 1. All persons who are in good standing at the time of adoption of these bylaws shall automatically be eligible for membership as defined by the Bylaws.

Section 2. Any person residing and having engaged in activities related to intelligent biology and medicine, who has demonstrated ability in research, education, or services pertaining to intelligent biology and medicine is eligible for membership in the Association.

Section 3. Dues shall be assessed on each member on a calendar year basis in amounts set by the Board of Directors. Upon payment of the dues assessed, an individual shall be a member in good standing entitled to all membership rights and benefits.

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ARTICLE IV. BOARD OF DIRECTORS

Section 1. The governing body of the Association shall be a Board of Directors. It shall consist of the officers of the Association, the founding president, the two most recent past presidents of the Association, the president-elect of the Association, and three or more but not more than seven other Directors elected among the active members of the Association. The founding president can take the Ex Officio Member role. Members of the Board who are not Officers shall serve for a term of three years.

Section 2. The President of the Association shall be the presiding officer of the Board of Directors.

Section 3. The Board of Directors shall formulate the policies of the Association; fill vacancies among the officers and directors as may occur between elections; have charge of funds and endowments of the Association; authorize expenditures; delegate signature authority; and conduct such other business as may be desirable. Any vacancy occurring on the Board of Directors or any officer position, other than President, or any directorship to be filled by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. An individual elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. In the event of a vacancy in the office of President, the President-elect shall assume the office of President while remaining President-elect. In case the President-elect cannot assume the role, the Ex Officio Member will temporarily take this role until a President or President-elect is able to serve.  Any Board member can be removed for cause by a majority vote of the Board of Directors after an opportunity to be heard.

Section 4. The Board of Directors shall meet annually at the time of the Annual Meeting of the Association. Additional meetings will be held every year to discuss the association activities and future planning.

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ARTICLE V. OFFICERS

Section 1. The officers of the Association shall consist of a President, a Secretary and a Treasurer.

Section 2. Resignations. Any officer may resign at any time by giving written notice of his/her resignation to the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is so specified upon its receipt by the President or the Secretary, as the case may be; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. All members shall receive written notice of the resignation from the President or the Secretary.

Section 3. The President. The president shall serve for a term of two-years. She/he shall be the Scientific Representation of the Association, shall conduct the general and active management and direction of the business and affairs of the Association. She/he shall preside at all business meetings of the members and at all meetings of the Executive Board. She/he is responsible to nominate committees as herein provided and shall, ex officio, be a member of all such committees. In general, she/he shall perform all duties as may from time to time be assigned to her/him by these Bylaws or the Board. The President can recruit an Executive Director or similar position to routinely operate association activities when it is needed.

Section 4. The President-Elect. The President-elect shall be elected one year before the expiration of the term of current President. She/he shall succeed to the Presidency upon the expiration of the term of Office of the President. In the event of the absence or disability of the President, the President-Elect shall perform all of the duties of the President. At all other times, the President-Elect shall perform such duties and exercise such powers as from time to time may be assigned to her/him by these Bylaws, the Board, or the President.

Section 5. The Secretary. The Secretary shall be elected for term of three years, which can be renewed with approval of the board. She/he shall attend meetings of the committee or boards, shall record the proceedings of such meetings, and other activities as may be required.

Section 6. The Treasurer. The Treasurer shall be elected for a term of three years, which can be renewed with approval of the board. She/he shall be responsible to the financial aspects of the association, including the collection of annual dues and other payments to the Association, expenses, and related financial reports. She/he will report the related finance to the Board or the President. She/he can recruit additional personnel to assist with these activities.

Section 7. Order of Succession. If the President is incapacitated, the President-Elect shall perform the duties of the President for the remainder of his/her term; if the President-Elect is also incapacitated, the founding president or past presidents can perform the duties when they are available; if not, the Secretary shall succeed to this Office. In the event that all these aforementioned are unable to discharge the duties of the Office, the Treasurer shall succeed; otherwise one board member can be nominated to take the responsibility. Incapacity shall be determined by the Board of Directors.

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ARTICLE VI. ELECTION OF OFFICERS

Section 1. Prior to November 1 in the year of his/her term of office, the President shall appoint a Nominating Committee consisting of at least three members in good standing. The Nominating Committee shall take office in the following January 1 and accept the nominations from the members, and shall submit to the members through the Secretary on or before October 1 of the candidates for the vacant positions for Officers and Directors. Members may, by write-in, vote for other members in good standing in addition to those shown on the ballot.

Section 2. The President-Elect shall be nominated from the current and/or past Association Officers and Directors. The nominee for the Office of the President-Elect shall be considered elected if she/he receives a majority of the votes. The President-Elect is anticipated to become the President in the following year and may not stand for election to any other positions of the Association.

Section 3. The one candidate for the Secretary and the one candidate for the Treasurer who receive the majority votes in their respective election shall be declared elected to the respective offices. The candidates for the Board of Directors who receive the most votes shall be declared elected. Announcement will be made the Association members. The elected members of the Board of Directors, the Secretary, the Treasurer and the President-Elect shall start their roles on the first day of the calendar year immediately following their election, unless specific required dates as approved by the board.

Section 4. A calendar year is defined as a period beginning on January 1 and ending on December 31.

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ARTICLE VII. ADVISORY COUNCIL

Section 1. The Advisory Council shall advise the President.

Section 2. The Advisory Council will consist of at least 3 members selected from past presidents of the Association and distinguished researchers in intelligent biology or intelligent medicine. Membership of the Advisory Council will be nominated by the President and approved by the Board of Directors.

Section 3. Chairperson of the Advisory Council will be appointed by the President and approved by the Board of Directors.

Section 4. Members of the Advisory Council will serve for a renewable term of three years.

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ARTICLE VIII. COMMITTEES

The Association may form various committees when needed.

Section 1. Committee members, except those holding other officers, shall be appointed by the President and may be removed by a majority vote of the Board of Directors. The President shall designate the chairperson of each committee from among its members. No chairperson may serve in that capacity for more than three years. Initial appointments to committees shall be of varying terms so as to allow staggering of appointments.

Section 2. The EXECUTIVE COMMITTEE shall consist of the President, President-elect, Immediate Past President, Founding President, Secretary and Treasurer. The Executive Committee shall be authorized, subject to review by the Board, to act on behalf of the Board between meetings.

Section 3. The FINANCE COMMITTEE shall consist of the Treasurer, who will chair the committee, the President, and President-elect. The Finance Committee will advise the Board and the Treasurer on the allocation of funds, within the limits set by the Board.

Section 4. The NOMINATING COMMITTEE shall consist of the President, President-elect, two most recent Past Presidents, Founding President, and another Board member. The Nominating Committee will identify vacancies within and outside of the Association, set the eligibility criteria, solicit applications and nominations, assess qualifications, and present candidates for internal elections or external nominations.

Section 5. The AWARDS COMMITTEE shall consist of three members appointed for three-year staggered terms, one to be appointed each year. The President shall be the fourth member of this Committee. The Committee shall designate recipients of awards of the Association as approved by the Board of Directors.

Section 6. The PROGRAM COMMITTEE shall consist of members appointed for terms of up to three years, in addition to the President, President-elect, Secretary and Treasure. The Board shall determine the number of committee members. The President shall designate the chairperson for the following year. The Program Committee is responsible for organizing the Annual Meeting of the Association and other activities.

Section 7. OTHER COMMITTEES: The Board may appoint such special and other standing committees as it deems necessary or that are voted by the Association.

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ARTICLE IX. MEETING OF THE SOCIETY

Section 1. The time and place of the Annual Meeting shall be determined by the President and the Board of Directors of the Association.

Section 2. Notice of the Annual General Membership meeting of the Association shall be delivered by electronic mail or postal mail to each member and/or posted on the website of the Association. The notice of the meeting shall state the information including the purpose, date, location, and travel information.

Section 3. The members present at any meeting of the Association shall constitute a quorum for transacting business.

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ARTICLE X. INTERPRETATION AND AMENDMENT OF THE BYLAWS

Section 1. These Bylaws may be amended by an affirmative two-thirds vote of the board members, provided advanced notice of proposed amendments shall have been sent to each member to collect the votes. Vote can be in person or by electronic method.

Section 2. The power of interpretation of these Bylaws shall be vested in the Board of Directors of the Association.