ToXchange Background
The Founders of the Society of Toxicology drafted the first set of Bylaws and the Constitution in March 1962 using models from other organizations and then drafting what they felt was needed for the Society of Toxicology. Since 1962, the Constitution and Bylaws have been amended numerous times.
The current version was revised in August 2024.
Constitution
Article First—Name
The name of this organization shall be Society of Toxicology.
Article Second—Purpose
The purpose of the Society shall be to promote the acquisition and utilization of knowledge in toxicology and to facilitate the exchange of information among its members as well as among investigators of other scientific disciplines.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein-above set forth. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Article Third—Membership
Section 1. There shall be seven categories of membership: Full, Associate, Postdoctoral, Student, Honorary, Retired, and Emeritus.
Section 2. Full. Individuals who have maintained an active Associate member status for three consecutive years and have demonstrated engagement in toxicology or a related scientific discipline shall be eligible to become a Full member.
Section 3. Associate. Qualified individuals shall be engaged in professional activities in toxicology or a related science (e.g., pharmacology, biochemistry, systems biology, environmental sciences). They will have demonstrated commitment to professional activities in toxicology or a related science after their highest achieved degree and evidence of a trajectory towards continued professional involvement in toxicology or related sciences. They shall be eligible to apply for Associate membership, subject to conditions set forth in the Bylaws.
Section 4. Postdoctoral. Postdoctoral researchers holding a PhD or equivalent doctorate (e.g. MD, DVM) with an interest in toxicology and under the direction of a research mentor shall be eligible for Postdoctoral membership, subject to conditions set forth in the Bylaws. This category of membership may be maintained for up to six calendar years.
Section 5. Student. Students with an interest in toxicology who are enrolled in a relevant professional graduate degree program, including those who are within a 12-month period following completion of the degree program, shall be eligible for Student membership, subject to conditions set forth in the Bylaws.
Section 6. Honorary. Honorary membership shall be awarded by the Society to persons who are not members of the Society in recognition of outstanding and sustained achievements in toxicology and/or allied disciplines, subject to conditions set forth in the Bylaws.
Section 7. Retired. A Full member of the Society who has retired from active work in toxicology may be accorded retired status upon approval of the Board of Directors (referred to hereinafter as Council).
Section 8. Emeritus. A Full member of the Society who has maintained membership continuously for 40 years will become an Emeritus member unless they decline.
Section 9. SOT Global Partners. The President of the Society, with the approval of the Council, may on an annual basis invite any firm, association, corporation, institution, or subdivision thereof, to become an SOT Global Partner in support of the Society.
Section 10. Voting. Each Full and Associate member of the Society together with each Retired or Emeritus member shall be entitled to vote (a) on procedural matters raised during the annual business meeting of the Society and on all matters pertaining to the affairs of the Society which are duly presented for consideration at special business meetings of the Society membership, and (b) by electronic transmission for election of officers of the Society and such other officials to be elected by the members under the Bylaws in force, and (c) by electronic transmission on such other matters as may from time to time, pursuant to the Bylaws upon action taken at any business meeting of the members, be approved for submission to the Full and Associate membership. Postdoctoral and Student members shall have no voting rights.
Article Fourth—Amendments
Proposed changes in the Constitution shall be submitted in writing to the Council at least four months prior to the annual business meeting. Upon approval by a majority vote of the Council, the Secretary shall send the proposed changes to all members of the Society at least four weeks prior to the annual business meeting. A two-thirds vote of the ballots cast shall be required for adoption.
Article Fifth—Duration and Dissolution
The Society shall continue as a corporation until the Council and the voting members of the Society pass a proposal for dissolution. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to these Articles and shall comply with the provisions of Article Fourth hereof.
Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Council shall determine. Any of such assets shall be disposed of by the Court of Competent Jurisdiction of the county or district in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Bylaws
Article First—Officers
Section 1. The President shall serve a one-year term after which they shall be designated Immediate Past President for one year. The President shall preside at all meetings of the Society.
Section 2. A Vice President-Elect shall be elected by a majority vote of the ballots cast and shall become the Vice President of the Society after serving one year as Vice President-Elect. The Vice President-Elect shall serve in the absence of the President and the Vice President.
Section 3. The Vice President shall become the President of the Society after serving one year as Vice President. The Vice President shall serve in the absence of the President.
Section 4. There shall be a Secretary of the Society who shall be elected by a majority vote of the ballots cast, who shall serve as Secretary-Elect for one year followed by a term of two years as Secretary. 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 and shall notify members of all meetings.
Section 5. There shall be a Treasurer of the Society who shall be elected by a majority vote of the ballots cast, who shall serve as Treasurer-Elect for one year followed by a term of two years as Treasurer.
Section 6. There shall be a Board of Directors referred to hereinafter as a Council of the Society consisting of thirteen persons. Six, here by referred to as Councilor to be elected by a plurality vote of the ballots cast. Annually, two members shall be elected for a term of three years. The seven additional members of the Council, which shall be considered Officers shall consist of the President, the Immediate Past President, the Vice President-Elect, the Vice President, the Secretary, the Treasurer, and either the Secretary-Elect or the Treasurer-Elect. The general management of the affairs of the Society shall be vested in the Council. Council shall employ an Executive Director and in addition may employ such persons as the Council deems necessary and upon such terms and at such salary as the Council shall determine and to whom, in the case of the Executive Director, Officers, and committee members may with approval from Council delegate duties and responsibilities, notwithstanding that such duties or responsibilities may under the Bylaws be assigned to the delegating officer or committee member; provided that each such delegating instrument shall, irrespective of any other terms contained therein, terminate immediately either upon revocation thereof by the delegating officer or committee member or upon withdrawal by Council, of its approval.
Section 7. Ballots for officers to be elected in any year shall be sent by the Secretary to the membership during the first week in January, which ballots shall set forth the names of the candidates nominated by the Nominating Committee; in addition, one (1) space shall be provided for a write-in candidate for each office to be filled. Completed ballots returned to the Secretary shall be valid if received 30 days from the distribution of the ballot. The Secretary shall hereupon send the ballots to an ad hoc Tellers Committee, appointed by the President, which shall count all ballots properly submitted and shall immediately notify the President of any tie, in which event the President shall call a meeting of the Council to be held before the date of the next Annual Meeting and the tie shall be resolved in favor of one of the candidates involved in the tie by majority vote of the Council. The results of the balloting and of the Council’s resolution of any tie shall be returned to the Secretary and announced to the membership.
Section 8. Officers shall begin their terms of office on May 1 following the Annual Meeting.
Section 9. Only Full members of the Society shall be eligible for election as officers.
Section 10. In the event any officer elected under the provisions of Article First shall become unable, whether by reason of health, incapacity, or otherwise, to perform the normal duties of their office, the Council may, by majority vote, designate another Full member of the Society to exercise the duty and responsibility for such office until the next regular or special election. Except as noted below, in the case that such officer’s term carries beyond such election, the Nominating Committee shall in its slate of officers for the next regular or special election include at least two nominees as candidates for such office for the remainder of such term. In the case of a Section 2 office, the Nominating Committee shall in its slate of officers for the next regular or special election include at least two nominees for the office of Vice President as well as for the office of Vice President-Elect.
In the event that the President shall become unable, whether by reason of health, incapacity, or otherwise to perform the normal duties of their office, the Vice President shall succeed to such office and shall become the President, and the Vice President-Elect shall succeed to the office of Vice President and shall become the Vice President. In the event that the Vice President shall become unable, whether by reason of health, incapacity, or otherwise to perform the normal duties of their office, the Vice President-Elect shall succeed to such office and shall become the Vice President. In either such case, (a) the resulting vacancy in the office of Vice President-Elect may be filled by the Council as above provided and the person so designated shall exercise the duties and responsibilities of the office of Vice President-Elect until the next regular or special election; and (b) the Vice President-Elect and/or the Vice President so succeeding to the office of President or Vice President respectively shall hold such office until the next regular or special election and thereafter through the term they would have filled but for such vacancy.
In the event that the Secretary elected and serving under Section 4 or the Treasurer elected and serving under Section 5 of Article First shall become unable, whether by reason of health, incapacity, or otherwise to perform the normal duties of their office, the Secretary-Elect or the Treasurer-Elect, as the case may be, if serving, shall succeed to the office of Secretary or to the office of Treasurer respectively and in either such case, such person shall hold such office until the next regular or special election and thereafter through the term they would have filled but for such vacancy, and if no Secretary-Elect or Treasurer-Elect, as the case may be, shall then be serving, the Council may, by majority vote, designate another voting member of the Society to exercise the duties and responsibilities of such office until the next regular or special election and thereafter through the remainder, if any, of the term of office of the officer they replaced.
Section 11. The Society shall indemnify, defend and hold harmless the officers and the Council members who shall be immune from civil liability, except where the injury or damage was the result of willful misconduct, a crime (unless the individual had reasonable cause to believe that the act was lawful), a transaction that resulted in an improper personal benefit to the individual, or an act or omission that was not in good faith.
Article Second—Membership
Section 1. Candidates for Associate membership shall be presented by at least two Full members of the Society on forms provided by the Executive Director. Candidates for Postdoctoral or Student membership require only a letter from their research advisor attesting to their student or postdoctoral status. Completed applications shall be returned to the Executive Director who shall refer them to the Membership Committee for its recommendations to Council. The candidates recommended by the Membership Committee shall be forwarded to Council through the Executive Director. Final approval or disapproval of the candidates recommended by the Membership Committee shall require a majority vote of Council. Candidates approved in this manner shall be notified by the Executive Director and shall henceforth be considered members.
Section 2. Applications for all categories of membership except Honorary, Retired, and Emeritus, shall be processed and reviewed four times per year. Council shall take final action and those whose membership applications are approved by Council shall be notified of official membership. Dues for incoming members shall be assessed and/or prorated according to a policy set forth by Council.
Section 3. Candidates for Honorary membership are nominated by two voting members of the Society including members of Council. Nominations shall be accompanied by seconding letters and information regarding career achievements in toxicology. Election of Honorary members shall be by a two-thirds majority vote of Council. Not more than two Honorary members shall be elected during any one term of Council. Honorary members shall not be eligible to vote and shall not be assessed dues.
Section 4. Those persons who became voting members of the Society during the first year shall be designated “Charter” members but such designation shall in no way affect the division of membership into any category or rights pertaining thereto.
Section 5. Any Full member may recommend to the Membership Committee the expulsion of another member. The Membership Committee, after a hearing of cause as defined by the Society’s Code of Ethics, may by majority vote, recommend the expulsion of the member to Council. Council may, by unanimous vote, confirm the expulsion of any member.
Section 6. Council will confirm the benefits of the membership types.
Article Third—Meetings
Section 1. There shall be a business meeting of members of the Society to be held annually. Matters of all kinds may be discussed but only procedural matters may be disposed of at this meeting. All substantive issues shall be decided by a majority vote of voting members by electronic transmission.
Section 2. Special business meetings of the Society may be called by the Council or upon written request of 10% of the active members of the Society with approval of the Council. The Secretary shall send notice to the members no more than eight weeks in advance of such meetings and shall specify the business to be transacted. No business other than so specified shall be transacted at such meetings. A quorum of ten percent of the voting membership shall constitute a quorum for transacting substantive business at a special business meeting.
Section 3. The Council shall meet prior to the Annual Meeting of the Society to conduct such business as is set forth in the Constitution and Bylaws. Seven members of the Council shall constitute a quorum for this meeting. Minutes of the Council meeting shall become a part of the official record of the Society.
Section 4. There shall be a Scientific Program as part of the Annual Meeting. All members except Postdoctoral and Student members shall be able to sponsor abstracts according to rules established by Council.
Section 5. The rules contained in the most recent edition of Robert’s Rules of Order shall govern the conduct of the meetings of the Society, except where they may be inconsistent with the Constitution and Bylaws.
Section 6. If at any duly called business meeting of the Society members, the members, following discussion of any matter properly presented for action and on motion duly made and seconded, vote to submit such matter to the members of the Society for resolution electronically. If such motion contains a concise statement of the matter in question capable of resolution by a yes or no vote, the Secretary shall within 30 days thereafter prepare and send to every member entitled under Section 8 of Article Third of the Constitution to Vote, a notice of the action taken at such meeting, together with a brief explanation of the issue and a ballot setting forth the matter in question in the same terms as proposed at such meeting. Such ballot shall contain a place for the entry of a yes or no vote. Completed ballots returned to the Secretary shall be valid if received on or before the 60th day following the said meeting. The Secretary shall thereupon promptly count said ballots and shall immediately notify the President of the number of votes for and against. The Secretary shall promptly provide notification of the vote outcome on the first page of the bulletin transmitted by the Secretary to all members.
Article Fourth—Standing Committees
Section 1. Standing Committees. Membership, Nominating, and Awards Committees as described in the following sections, shall be elected by the membership. There shall be Audit, Continuing Education, Finance, and Scientific Program Committees, along with committees responsible for educational opportunities, professional development, mentoring, inclusion, and engagement, which shall be appointed, and whose charge, membership composition, and term of service shall be contained in Committee charters available to the membership.
Section 2. Membership Committee. There shall be a Membership Committee consisting of at least nine Full members of the Society who hold no other elective office, to be elected by a plurality vote of the ballots cast and who shall serve for a term of three years, except as hereinafter provided for and who shall be eligible for re-election only after a lapse of one year. The President shall designate the Chair. The Membership Committee shall review the qualifications of the candidates for membership at least four times per year and shall report its recommendations to the Executive Director.
Section 3. Nominating Committee. Notwithstanding the foregoing provisions of this Section and notwithstanding anything else in these Bylaws, the slate of nominees for elected office and elected standing committees to be submitted by the Nominating Committee shall not include the name of any person elected a member of the Nominating Committee for a term of office, which has not yet elapsed, irrespective of whether they continue to serve in that capacity.
There shall be a Nominating Committee, consisting of nine Full members of the Society who hold no other elective office. The Chair shall be the Past President of the Society who has most recently completed the term as Immediate Past President. The remaining eight members, who shall be elected by a plurality of the votes cast by members of the Society, shall consist of an at-large member, a member from the Society’s Past Presidents, three members from the Society’s Specialty Sections, two members from the Society’s Regional Chapters and one member from the Society’s Special Interest Groups, all of whom shall serve two-year terms and be eligible for re-election only after a lapse of one year. Four members of the Committee shall be elected each year as follows: the at-large member, two of the three Specialty Section and one of the two Regional Chapter representatives shall be elected in even years, and the representative from the Past Presidents, the other Specialty Section representative, and the other Regional Chapter representative, and the one Special Interest Group representative shall be elected in odd years.
Candidates for election to the Nominating Committee shall be submitted to the Secretary prior to November 1. Council shall determine and may revise from time to time, a rotation plan for selecting nominees from groups described above. A member’s name shall only appear once on the ballot. The entire ballot shall be submitted to the voting membership for election according to the procedure given in Section 5.
Section 4. Awards Committee. There shall be an Awards Committee consisting of at least seven Full members of the Society who hold no other elective office. Members of this Committee will not be eligible to receive any awards conferred by this Committee while serving on the Committee and for one subsequent year.
Members of this Committee shall be elected by a plurality vote of the ballots cast and shall serve each for a term of two years, except as hereinafter provided for and who shall be eligible for re-election only after a lapse of one year. At least three members shall be elected annually. The Committee shall at its first meeting each year following the election of new members, elect from its membership a Co-Chair who shall serve a term of one year. Each year, the immediate past Co-Chair shall then serve a one-year term as Chair. Council shall annually determine the types and numbers of awards to be conferred at the next Annual Meeting and the stipends, if any, attached to each.
Council shall also identify as to each award the Committee to designate the recipient. The Committee will be any one of the standing committees of the Society or the Board of Publications. The Awards Committee shall review all suggestions and recommendations as to the awards it has been designated by Council to confer. The Awards Committee shall select the recipient or recipients for each such award and shall so notify Council of its decision.
Section 5. Ballots for elected Standing Committee members in any year shall be sent by the Secretary to the voting during the first week in January. The ballots shall set forth the names of the candidates nominated; in addition, one space shall be provided for a write-in candidate for each office. Completed ballots returned to the Secretary shall be valid if received 30 days from the distribution of the ballot. The Secretary shall thereupon send the ballots to an ad hoc Tellers Committee, appointed by the President, which shall count all ballots properly submitted and shall immediately notify the President of any tie, in which event the President shall call a meeting of the Council before the date of the next Annual Meeting to resolve the tie in favor of one of the candidates concerned by a majority vote of the Council. The results of the balloting and of the Council’s resolution of any tie shall be returned to the Secretary and announced to the membership.
Section 6. Standing Committee members shall begin their terms of office on May 1.
Section 7. Other Committees. The President, the Council, or both may appoint such ad hoc, special or advisory committees as deemed necessary. These advisory groups need not be Board Committees or comprised of Board members. An advisory committee may not exercise any powers of Council.
Section 8. In the event that any committee member elected under the provision of Article Fourth, whether by reason of health, incapacity or otherwise, shall become unable to perform the normal duties of their office, the Council may by majority vote designate another voting member of the Society to exercise the duties and responsibilities of such office for the remaining term.
Article Fifth—Board of Publications
Section 1. The Board of Publications shall consist of at least five members: the President of the Society and at least four other voting members of the Society who shall be appointed by Council and who serve for a term of four years. At least one member shall be appointed each year for a full term of four years. The Council shall designate annually from among the appointed members the Chairman, who shall submit in writing to the Council at least one month prior to the Annual Meeting an annual report of finances, publications and general policies. The Vice President and the Editors of all technical publications of the Society shall serve as nonvoting members of the Board.
Section 2. The Board of Publications shall determine the editorial policy for all technical publications of the Society and shall appoint an Editor and Editorial Board for each publication. The Editors and members of the Editorial Boards shall serve for three years and shall be eligible for reappointment. Members of the Editorial Boards may concurrently hold other offices in the Society.
Section 3. In the event any of the appointed members of the Board of Publications shall become unable, whether by reason of health, incapacity or otherwise, to perform the normal duties of their office, the Council may by majority vote designate another member of the Society to exercise the duties and responsibilities of such office until further action of the Council or until the term expires, whichever shall first occur.
Section 4. The authority and responsibility for establishing the financial policy that governs all publications of the Society are vested in the Council. The Board of Publications shall make recommendations to the Council concerning financial policy.
Article Sixth—Dues
Section 1. Full, Associate, Postdoctoral, and Student members shall pay such annual dues in support of the Society as determined by Council. These dues may include subscriptions to the Society journals.
Section 2. Members who have retired may elect to apply to Council for “retired status.” Eligible members desiring Retired member status shall apply to Council in writing through the Executive Director’s office. Applications filed on or prior to December 15 shall be reviewed and acted upon by Council at its next meeting or as soon thereafter as possible. Effective retroactively to the first day of January of the year in which such application is acted upon by Council, members accorded “retired status” shall be relieved of the payment of their dues not used for subscription to a Society journal; or of their entire dues if they do not wish to continue receiving a journal that was included with the dues, but shall retain their privileges of membership.
Section 3. Emeritus members shall not be required to pay dues and will receive the journal electronically; an Emeritus member shall retain their privileges of membership.
Section 4. Honorary members shall not be required to pay dues and shall not be eligible to hold office or any elective position in the Society, but shall have all the nonvoting privileges of the Society in scientific proceedings.
Section 5. Dues shall be assessed on a calendar year basis and shall be paid no later than December 15 of the preceding year. Dues unpaid on December 15 shall remain due and payable in full.
Article Seventh—Endowment
Section 1. The Society of Toxicology shall establish an Endowment Fund with a mission of assisting in advancing the science of toxicology by providing financial support for the Society’s programs. The vision for the Endowment Fund shall be to establish and increase in net worth a set of endowment funds that will provide significant, stable, long-term financial support, that complements the Society’s revenue from dues and other sources, to aid in achieving the Society’s strategic objectives.
Section 2. The management of the Society’s Endowment Fund shall be vested with an Endowment Fund Board. The Board shall be responsible to the Society’s Council and shall work with the Finance Committee and other Society Committees to achieve the mission and vision of the Endowment Fund.
Section 3. The Endowment Fund Board shall provide leadership for the Society’s philanthropy-based long-term fund raising activities. The Board will develop, review, revise and implement policies for fundraising, oversee the investment of endowment funds in cooperation with the Finance Committee, and recommend to the Council the use of these funds to support the Society’s Programs. The Board will develop philanthropy-based fundraising goals, spear head fundraising activities and educate Society members as to the value of philanthropic giving to the Society’s Endowment Fund.
Section 4. The Board shall consist of at most ten individuals. The Society’s Treasurer, upon commencement of the second year of their term, shall serve a three-year term as a Board Member. Each year the Immediate Past President of the Society, by virtue of their office, shall begin a two-year term as a Board Member. Each year the incoming President of the Society shall appoint two individuals from among the Society’s Past Presidents, past Treasurers, past Council Members, and contributors to the Endowment who have indicated a willingness to serve a three-year term as a Board Member. Individuals may be reappointed as Board Members, but in no case shall they serve more than two consecutive three-year terms. In the event of a vacancy on the Board, including vacancies occurring as a result of a former officer declining appointment to the Board, the current Society President shall appoint an individual from the previously described slate of candidates to fill the unexpired term of office. All appointments by the Society’s President shall be subject to ratification by the Council. The Society’s current Treasurer, during the first year of their term, the Treasurer-Elect when that office is filled, the current President and the Executive Director, by virtue of their offices, shall serve ex-officio as nonvoting members of the Board. Each year the incoming President of the Society shall appoint, from amongst those Board Members who have served as Board Members for at least one year, one Board Member to serve as Chair of the Board for a one-year term subject to ratification by the Council. Individuals may be reappointed to serve consecutive terms as Chair.
Section 5. The Board shall authorize the creation of sub-funds within the Endowment Fund consistent with the needs of the Society, the instructions of donors and the regulations of the United States Internal Revenue Service and the jurisdiction in which the Society is incorporated. To attract the broadest possible donor support, the Board shall establish multiple kinds of sub-funds such as (a) Temporarily Restricted Net Assets Funds whose use will be restricted by donor-imposed time and/or donor-imposed purpose restrictions and (b) Permanently Restricted Net Assets Funds based on donor imposed restrictions as to use, such funds to be maintained and used by the Society in perpetuity for the donor-identified purpose. The Board will periodically review and establish the minimum contribution(s) required to establish a Temporarily Restricted Net Asset Fund. The Board will periodically review and establish the minimum contribution(s) required to establish a Permanently Restricted Net Asset Fund to be maintained and used in perpetuity for the donor- identified purpose. The Board, to assist in the solicitation of funds from multiple donors, may establish separate sub-funds to be used for purposes and over time periods identified by the Board; the purpose and time period of such sub-funds must be ratified by the Society’s Council. The Board shall provide donors the opportunity to name sub-funds for individuals and/or intended purpose of use. All documents related to the solicitation of funds, the maintenance and investment of funds and the use of funds shall receive appropriate review by legal counsel.
Section 6. The Board shall provide input to the Finance Committee for establishing an investment policy for the Endowment Fund that is consistent with securing both long-term appreciation of the assets within the Endowment Fund and safe-guarding the total value of these assets. The Board shall regularly review the investment performance of the Endowment Fund and, taking account of inflation, establish a percentage rate for disbursement of Restricted Net Asset Funds that will ensure that these funds continue in perpetuity.
Section 7. The Board shall annually, as part of preparation of the Society’s budget for the following year, provide the Finance Committee and Council with information on the funds available for expenditure from the various sub-funds within the Endowment Fund along with any donor or other instructions as to use of the funds. The Society’s Council shall approve the expenditure of Endowment Fund proceeds consistent with the instructions of the donors and any legal restrictions.
Section 8. The Board shall annually prepare a report on the performance and status of the Endowment Fund. This report shall include the status of all individual sub-funds at the beginning and end of each year, the amounts of funds contributed by donors during the year, the return on investment, and the amount and purpose of disbursements from the Endowment Fund and a list of contributors with the exception of any donors who wish to remain anonymous. The Annual Report of the Endowment Fund shall be reviewed with the Finance Committee, presented to the Council as is, presented in summary form to the Society membership at the business meeting and published on the Society’s website.
Section 9. The Society of Toxicology shall only accept contributions to the Endowment Fund for purposes consistent with the Society’s strategic objectives and the Society’s status as a non-profit entity designated as having 501(c)3 status under the United States Internal Revenue Service Code. The Board shall make recommendations to the Society’s Council on issues concerning acceptance and use of contributions to the Endowment Funds. The final authority for decisions on acceptance and use of Endowment Fund contributions is vested with the Society’s Council.
Section 10. Management of the Endowment Fund will be guided by these Bylaws and written policy guidance that is consistent with the Bylaws. The Board will periodically review the written policy guidance for its adequacy in guiding management decisions and, when necessary, propose modifications to existing policy guidance or propose new guidance. Changes in policy guidance or proposed new policy guidance shall be initiated by the Endowment Fund Board and submitted to Council for ratification.
Article Eighth—Regional Chapters
Section 1. The Society may authorize the formation of Regional Chapters to further the purposes of the Society. Council may approve the formation of a Chapter upon written request that a Regional Chapter be formed and after reviewing the Bylaws of the proposed Chapter. Operational aspects of the Regional Chapters shall be governed as described in the Bylaws of each Chapter. Chapters shall be regulated according to procedures developed and approved by Council.
Article Ninth—Special Interest Groups
Section 1. The Society may authorize the formation of Special Interest Groups to further the purposes of the Society. Council may approve the formation of a Special Interest Group upon written request that a Special Interest Group be formed and after reviewing the Bylaws of the proposed Special Interest Group. Operational aspects of the Special Interest Groups shall be governed as described in the Bylaws of each Group. Special Interest Groups shall be regulated according to procedures developed and approved by Council.
Article Tenth—Specialty Sections
Section 1. The Society may authorize the formation of Specialty Sections to further the purposes of the Society. Council may approve the formation of a Specialty Section upon written request that a Specialty Section be formed and after reviewing the Bylaws of the proposed Specialty Section. Operational aspects of the Specialty Sections shall be governed as described in the Bylaws of each Section. Specialty Sections shall be regulated according to procedures developed and approved by Council.
Article Eleventh—Corporate Seal
Section 1. The corporate seal shall be circular in form. The words “SOCIETY OF TOXICOLOGY” and the founding date shall appear in the outer circle; the word “SALUS” shall appear in the inner circle.
Article Twelfth—Amendments
Section 1. Proposed changes in the Bylaws shall be submitted to the Council in writing by a member in good standing at least two months prior to a regular Council meeting. Upon approval by a majority vote of Council, the Secretary shall send notice of the proposed changes to all voting members of the Society for comment to be returned within 30 days. After consideration of comments by Council, proposed Bylaw changes may be submitted to the membership for a vote. Approval by two-thirds vote of ballots received within 60 days shall be required for adoption.