Organization

BYLAWS OF NEW ENGLAND BIOSCIENCE SOCIETY, INC.
¢º CHAPTER 1: PURPOSE AND PROGRAMS
 ARTICLE 1 Statement of Purpose
 ARTICLE 2 Programs

¢º CHAPTER 2: MEMBERSHIP
 ARTICLE 3 Membership Categories
 ARTICLE 4 Qualifications for Regular and Alumna Members
 ARTICLE 5 Voting Members
 ARTICLE 6 Membership Dues
 ARTICLE 7 Disciplinary Actions
 ARTICLE 8 Meeting of Members

¢º CHAPTER 3: OFFICERS
 ARTICLE 9 Officers
 ARTICLE 10 Duties
 ¢º CHAPTER 4: EXECUTIVE COMMITTEE
 ARTICLE 11 Executive Committee
 ARTICLE 12 Functions and Duties of the Executive Committee
 ARTICLE 13 Executive Committee Meeting
 ARTICLE 14 Salary

¢º CHAPTER 5: FINANCE
 ARTICLE 15 Annual Reports
 ARTICLE 16 Income and Expenses
 ARTICLE 17 Fiscal Year
 ARTICLE 18 Bank Account
 ARTICLE 19 Indemnification

¢º CHAPTER 6: MISCELLANEOUS
 ARTICLE 20 Offices
 ARTICLE 21 Amendment of Bylaws
 ARTICLE 22 Effective Date
CHAPTER 1: PURPOSE AND PROGRAMS

  ARTICLE 1. Statement of Purpose.
NEW ENGLAND BIOSCIENCE SOCIETY, INC. (¡°NEBS¡±) shall be operated exclusively as a non-profit organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code to achieve the following objectives:

1. To contribute to the social welfare and the industrial development in the United States and Korea through the    promotion of bio/medical science;
2. To promote cooperation between the United States and Korea in bio/medical science;
3. To promote friendship and fellowship among Korean-American professionals engaged in bio/medical science and related    fields;
4. To enhance the professional and social status of Korean-American professionals engaged in bio/medical science and    related fields;
5. To promote and cultivate the next generation of Korean-American scientists in bio/medical science.
  ARTICLE 2. Programs.
1. Activities to advance technical capabilities and industrial development in the United States and Korea.
2. Activities to promote cooperation between the United States and Korea in science and engineering.
3. Scholarship and internship programs in the United States and Korea.
4. Technical conferences, symposiums, and workshops in the United States and Korea. Publish and distribute technical    publications, including the proceedings of these meetings.
5. Activities to promote friendship and fellowship among the members.
6. Activities to enhance the professional and social status of the members.
7. Programs to promote and cultivate the next generation of Korean-American scientists and engineers.
CHAPTER 2: MEMBERSHIP

  ARTICLE 3. Membership Categories.
1. NEBS membership shall consist of the following categories:
      a. Regular member
      b. Alumna member
2. The Executive Committee must approve the admission of all members.
  ARTICLE 4. Qualifications for Regular and Alumna Members.
1. Regular Members: Membership in NEBS is open to all scientists, engineers and clinicians who are engaged in biological    and medical sciences at universities, institutes, hospitals and companies from the New England area, those who have at    least a bachelor¡¯s degree or its equivalent and those who understand the Korean language.
2. Alumna Members: A regular member who permanently resides overseas may continue to maintain NEBS membership as    an overseas member. Overseas members shall have all rights and privileges of regular members. However, they are    ineligible to serve as an officer, auditor, councilor, chair of a committee, or presidential advisor.
  ARTICLE 5. Voting Member.
A voting member is all regular members.
  ARTICLE 6. Membership Dues.
1. Membership dues for each membership category shall be determined by the Executive Committee.
2. The annual membership fee for alumna members shall be the same as the fee for regular members.
  ARTICLE 7. Disciplinary Actions.
In accordance with the policies and procedure adopted by the Executive Committee, the Executive Committee may suspend the rights and privileges of membership or expel any member who violates the Bylaws or NEBS policies, interferes with NEBS goals and business, or disgraces NEBS¡¯reputation.
  ARTICLE 8. Meeting of Members.
1. Monthly Meetings: Members shall meet on last Thursday of each month for the purpose of research seminar series or    such other business as may properly come before the meeting.
2. Special Meetings: Special meeting may be initiated at any time by a majority of the Executive Committee members at    the written request of at least one tenth of the voting regular members Such request shall state the purpose of the    meeting. Business transacted at all special meeting shall be confined to the purpose stated in the notice of the    meeting.
3. Annual Meeting (General Assembly): Members shall meet annually on the first Saturday of May for the purpose of    annual conference.
4. Notice of Meetings: In discretion of the Executive Committee, there is no notice required for monthly meetings. As to    Annual and Special meetings, notice shall be delivered solely by e-mail not less than twenty (20) or more than fifty    (50) days before the meeting. The notice shall include the time, place and purpose of the meeting. Notice of a special    meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being    issued by, or at the direction of, the person or persons calling the meeting. Such notice shall be directed to each    member at his e-mail address, as it appears on the records of NEBS.
5. Quorum: Except as otherwise provided in these Bylaws or by statute, at all meetings, the presence, including electronic    presence, of one-tenth of the voting members at the commencement of such meeting shall be necessary and sufficient    to constitute a quorum for the transaction of any business.
6. Voting: Every voting member shall have one vote. Such vote may be either by mail or by E-Mail, as authorized by the    Executive Committee. All elections shall be held and all questions shall be decided by a majority of the votes cast    except as otherwise provided by these Bylaws.

CHAPTER 3: OFFICERS

  ARTICLE 9. Officers.
1. Officers: The officers of NEBS shall consist of the following:
      a. President;
      b. Four directors and
      c. Two Treasurers
2. Election: The President and four Directors shall be elected by all voting members at the annual general assembly, from    the candidates approved by the Executive Committee. Executive Committee shall approve candidate(s) 30 days before    the election day. Three member Special Election Committee shall be appointed by Executive Committee no later than 25    days before the election. Incumbent Officers and candidate(s) for the election shall not be a member of The Special    Election Committee. The Special Election Committee shall open an    E-Mail account for the election (hereinafter    ¡°Election E-Mail Account¡±) The Special Election Committee shall send notice of election to all voting members by using    Election E-Mail Account. The notice shall include names of candidate(s), date of election and Election E-Mail Account    address which voting members will send their votes. The Special Election Committee shall not reveal the password of    Election E-Mail Account until the count of the election is completed and before Executive Committee announces    Officers-elected. After Executive Committee announces new Officers, the Special Election Committee shall be dismissed.
3. Term: The term for all Officers is one year. In the event of a vacancy in any position, the replacement is elected or    appointed according to rules and procedures set by the Council. The term of the replacement is the remaining term of    the replaced person.
  ARTICLE 10. Duties
1. President: The President shall be the chief executive officer of NEBS. The President coordinates and oversees the work    and functioning of all offices and committees. The President may sign and execute all contracts or other obligations    authorized by the Executive Committee in the name of NEBS. The President shall serve as Chair at Executive Committee    Meetings and at member meetings, including the General Assembly.
2. Four Committee Directors: The Directors shall perform their duties. They shall report and maintain the records of all    meetings and activities of NEBS relevant to their responsibilities.
CHAPTER 4: EXECUTIVE COMMITTE

  ARTICLE 11. Executive Committee
1. NEBS membership shall consist of the following categories:
      a. Regular member
      b. Alumna member
2. The Executive Committee must approve the admission of all members.
  ARTICLE 12. Functions and Duties of the Executive Committee.
In addition to its general authority, the Executive Committee shall deliberate and make decisions on the following items:
1. Selection of multiple candidates for President and Vice President.
2. Recommendation to the members to enact a new Bylaw or to amend a Bylaw.
3. Approval of new and amended policies and procedures.
4. Approval of the Annual Report of the previous administration, and the business plan and budget of the current    administration.
  ARTICLE 13. Executive Committee Meeting.
1. Monthly Meetings: Executive Committee members shall meet _____day of a month.
2. Annual Meeting: Executive Committee shall have annual meeting on the last Saturday of April.
3. Special Meetings: The President or the Executive Committee members may convene a special meeting when necessary.    The meeting agenda should be sent to all Executive Committee members at least 20 days before the scheduled meeting.
4. Quorum: The presence in person or (No proxy) at the commencement of such meeting of fifty percent (50%) of the    Councilors shall be necessary and sufficient to constitute a quorum for the transaction of any business.
5. Voting: At all meetings of the Executive Committee meetings, every members of Executive Committee shall have one (1) vote. Such vote may be in person only. All questions shall be decided by a majority of the votes cast.
6. Functions of the Executive Committee Meetings: In the Executive Committee Meetings shall deliberate and make    decisions on the following items:
      a. Business plans and management of NEBS.
      b. Budget and financial reports.
      c. Matters authorized by the Bylaws.
      d. Other appropriate matters.
  ARTICLE 14. Salary
No stated salary shall be paid to Executive Committee members for their services as such.
CHAPTER 5: FINANCE

  ARTICLE 15. Annual Reports.
The following items shall be reported to all members after the approval of the Executive Committee:
1. The final income & expense statement and the final business report for the previous year by the Past President at the    June Executive Committee meeting.
2. The business plan and budget for the current year by the current President at the June Executive Committee Meeting.
3. Other items deemed necessary by the Executive Committee.
  ARTICLE 16. Income and Expenses.
NEBS has the following sources of income and all expenses of NEBS shall be paid using these sources:
1. Sponsorships, contributions and donations from individuals and corporations.
  ARTICLE 17. Fiscal Year.
The fiscal year of NEBS shall commence on January 1 and end on December 31 of the same year.
  ARTICLE 18. Bank Accounts.
The Executive Committee may designate one or more banks or financial institutions as depository of NEBS funds. The Executive Committee shall designate the officers who shall have the authority to deposit or withdraw NEBS funds, and the number of signatures required to draw against the funds. If no officers are designated, all checks shall be, signed by the resident.
  ARTICLE 19. Indemnification.
1. Definitions. Any word or words that are defined in Section 2-418 of the Associations and Associations Article of the    Annotated Code of Maryland, as amended from time to time (the ¡°Indemnification Section¡±), shall have the same    meaning as provided in the Indemnification Section.
2. Indemnification of Councilors and Officers. NEBS shall indemnify and advance expenses to a Councilor or Officer of    KSEA in connection with a proceeding to the fullest extent permitted by and in according with the Indemnification    Section.
CHAPTER 6: MISCELLANEOUS

  ARTICLE 20. Offices.
The NEBS Headquarters shall be located in the Boston area. The current location is at the Children¡¯s Hospital Boston, 181 Longwood Ave, Boston, MA 02115. The principal office may be changed by the Executive Committee. The President, with the approval of the Executive Committee, may establish subsidiary administrative offices in other areas with the approval of the Executive Committee as necessary.
  ARTICLE 21. Amendment of Bylaws.
The Council, upon the recommendation of the Executive Committee, may recommend amendments to the Bylaws. The amendments shall be submitted to the members at the annual meeting or a special meeting called for this purpose. The quorum for approving amendments to the Bylaws shall be 1/5 of all voting members. Amendments shall require approval of at least 2/3 of the total votes cast.
  ARTICLE 22. Effective Date.
These Bylaws shall be effective immediately upon the approval of the members. The undersigned certifies that the foregoing Bylaws have been adopted as the amended Bylaws of NEBS, in accordance with the requirements of the Law of MA.