Share ARTICLE I - NAME, MISSION, AND OBJECTIVES SECTION 1 - Name The name of the organization is the International Society of Metabolic Engineering, part of the Society for Biological Engineering (SBE). Its official acronym is IMES. SECTION 2 - Mission and Objectives The mission of IMES is: To promote and advance metabolic engineering as a enabling science for bio-based production of materials, pharmaceuticals, food ingredients, chemicals, and fuels. The objectives of IMES are: To raise interest, understanding, and recognition of engineers’ and scientists’ roles in metabolic engineering. Promote metabolic engineering as an enabling science for development of sustainable and environmentally friendly bio-based production of chemicals, liquid fuels, energy and materials. Organize international conferences in the field of metabolic engineering and industrial biotechnology, hereunder the bi-annual Metabolic Engineering conference. Coordinate activities in the field of industrial biotechnology with other organizations (such as the World Council of Industrial Biotechnology, BIO and EUROPA-BIO). Infuse awareness to the public and civil society at large on metabolic engineering with both opportunities and risks. To drive for scientific excellence in the field of metabolic engineering through establishment and maintenance of prestigious awards for both young and senior researchers. To foster and promote peer-review of research on metabolic engineering through publications, journals and and/or conferences. ARTICLE II - ORGANIZATION SECTION 1 - General Oversight of all IMES activities shall be provided by the Chair, Board of Directors, and Project Committees. IMES will be accountable to the SBE Managing Board on fiscal matters and for adherence to these bylaws. To that end, ultimate financial direction and control will reside with the SBE Managing Board. The Chair, Board of Directors and the Project Committees shall be volunteers, except for ex-officio positions as detailed in these by-laws. A quorum for all IMES Board and Committee meetings shall be a simple majority of board or committee members. All matters properly brought in question shall be decided by a majority of the votes cast, except where the Bylaws provide for a greater ratio of favorable votes. Meetings of all of the entities of IMES shall be arranged by IMES Staff Secretariat. The Chair of a Board or Committee shall preside at the meetings of the respective entity. A quorum for transaction of business at any meeting shall consist of a majority of the listed members of that specific entity. Notification and organization of meetings and preparation and distribution of meeting minutes shall be the responsibility of the IMES Staff Secretariat. SECTION 2 - Chair Purpose: To provide overall leadership of the activities of IMES and Board of Directors. The Chair shall report directly to the Board of Directors. Representation: The Chair shall have broad recognition among IMES members in metabolic engineering, be elected by IMES membership for a 4-year term, and approved by the IMES Board of Directors. In the absence of an election, the SBE Managing Board may appoint a Chair. SECTION 3 – Board of Directors Purpose: To provide managing guidance and assure financial control and responsibility for IMES, subject to the ultimate direction and control of the SBE Managing Board, as provided in SECTION 1, above. The Board of Director shall prepare and deliver to the SBE Managing Board annual reports of IMESs activities and prospective programs. The Board of Directors directs IMES staff on issues and activities important to IMES and its constituents and develops and recommends annual budgets for approval by the SBE Managing Board. Duties include: Appointment of chair of the Metabolic Engineering conference. The chair can propose co-chairs that should be approved by the Managing Board. Approve the venue of the Metabolic Engineering conference. Approve the overall structure of the Metabolic Engineering conference. It is the obligation of the chair to provide a proposal for the overall structure of the program to the Board of Directors, together with a list of suggested speakers, at the latest 9 months before the conference. The Board of Directors has the right to request changes to the scientific program. Ensure establishment of an endowment that can ensure operation of the society and ensure that the Awards given by the society can be maintained. Organize other events and conferences in the field. Establish a platform for peer-review research on metabaolic engineering. Establish membership dues. Develop written election procedures to define the election process. Representation: The Board of Directors (BOD) shall consist of five voting members and shall be chaired by the Chair. The BOD shall be elected by IMES membership and approved by the SBE Managing Board. Those elected to these positions shall serve in 4 year staggered appointments such that 1/3 of the appointees shall turn over annually. In the absence of an election, the SBE Managing Board may appoint members of the IMES Managing Board. Meetings: The BOD shall meet as required, with at least one meeting to be held in conjunction with the IMES Metabolic Engineering Conference. Teleconferences may also be used as a means of communications when deemed appropriate. SECTION 4 - Project Committees Purpose: The Managing Board shall create Project Committees to execute special projects. The Managing Board shall sunset Project Committees upon project completion, determination of inactivity, or when deemed to be in the best interest of IMES. For example, a committee will be established for managing societal awards such as the: The International Metabolic Engineering Society Award, formerly the Merck Metabolic Engineering Award (2000, 2002, 2004, 2006, 2008) and the International Metabolic Engineering Award (2010, 2012). The Jay Bailey Young Investigator Award (2000, 2002, 2004, 2006, 2008, 2010, 2012) Representation: The Chair may appoint members from academia, government, and industry. The Project Committees shall include a Board of Director member who will serve as the liaison to the Board. Project committees shall be accountable to the Board. Meetings: The Project Committees shall meet as they determine necessary. SECTION 5 – Staff Purpose: Under the general supervision of the SBE Executive Director, SBE will assure staffing for daily administration of IMES. Staff responsibilities shall include, but are not limited to: Establishment and maintenance of the IMES website. Ensure maintenance of the society funds in conjunction with SBE’s ED. Distribution of newsletter. Tracking/Reporting of IMES Membership. Provide Sales/Marketing/Meetings support as needed. Prepare ballots for the election of officers. Provide administrative support to the society and its members. Arranging meetings; and producing and distributing meeting minutes. Only with the approval of the Executive Director of AIChE, IMES staff shall have the authority to negotiate and sign contracts, set prices, and carry out other financial functions for SBE, in accordance with the financial guidelines and purchasing policies of AIChE. Representation: SBE shall be responsible for the employment of staff to support IMES. Staff supporting IMES will be referred to as the IMES Secretariat. Meetings: The IMES Secretariat shall attend all Board Meetings and have responsibility for providing notice of all meetings and for meeting minutes and their distribution. ARTICLE III - MEMBERSHIP SECTION 1 - General IMES Board of Directors shall establish member fees, levels, and privileges. SECTION 2 - Members Any individual SBE member or non-SBE member having an interest in metabolic engineering may become a Member of IMES through submission of required fees to SBE. Membership in IMES is open for researchers and practitioners working in the field of metabolic engineering. Membership dues will be decided annually by the Board of Directors with input from SBE’s Executive Director (ED). Membership dues will have to be paid to SBE, who will be responsible for accounting for IMES. Initial Membership: During year 1, all participants from the previous conferences: Metabolic Engineering VII (Puerto Vallarta), Metabolic Engineering VIII (Jeju Island) and Metabolic Engineering IX (Biarritz) will be invited to become inaugural member of IMES. ARTICLE IV - RELATIONSHIP TO THE SOCIETY FOR BIOLOGICAL ENGINEERING SECTION 1 - Administration of IMES IMES is a Technical Entity of the Society for Biological Engineering which is a technological community of the American Institute of Chemical Engineers (AIChE), and its day-to-day operations shall be administered by SBE staff. AIChE is not-for-profit professional organization. SECTION 2 - Limitation of Actions IMES does not have the authority to act for, or in the name of, the Society for Biological Engineering or AIChE or any Sponsor, Member, or participant, except with the explicit authorization of SBE or AIChE or said Sponsor, Member or participant. IMES does not have the authority to incur any financial obligations in the name of SBE or AIChE. All activities of IMES shall be within the limitations imposed by SECTION 204 of the New York Not-for-Profit Corporation Law and any other laws and regulations applicable to not-for-profit corporations. SECTION 3 - SBE Obligations and Rights SBE shall lend its name to IMES and shall provide publicity through its publications, conferences, and other appropriate media. SBE shall be assigned copyrights, and publication rights, to results of projects sponsored through IMES, subject to specified time restrictions on release, except where excluded by law or such rights are explicitly waived by the Executive Director of SBE. Any inventions and/or patents arising out of and issued with respect to programs sponsored by IMES shall be assigned to SBE, except where excluded by law. SECTION 4 - IMES Obligations and Rights IMES shall lend its name to SBE and shall provide publicity through its publications, events, and other appropriate media. IMES shall provide quarterly accounting and preparing financial reports to the Executive Director of SBE. SECTION 5 - IMES Duration and Residue Funds IMES has been approved by the SBE Managing Board without limit on duration. Termination shall be preceded by notification by SBE Managing Board to IMES, including the Chair, Board and Members of such action at least one year prior to the effective date of termination. Upon termination of IMES, unrestricted residue funds shall be transferred to SBE. ARTICLE V - GENERAL PROVISIONS SECTION 1 - Interpretation The IMES Board is empowered to rule on any question concerning the interpretation of these Bylaws, subject to final jurisdiction of the SBE Managing Board. SECTION 2 – Revisions Revisions to the IMES Bylaws from SBE Managing Board, IMES Board, Project Committees, Membership or staff shall be made in writing, along with the appropriate rationale, and sent to the Chair. The Chair shall submit proposed revisions to the IMES Board of Directors with appropriate recommendations. Adoption of any proposed revision shall require a two-thirds affirmative vote of the Board members. SECTION 3 - Matters Not Covered In all respects and issues not specifically covered in these Bylaws, the general rates and procedures of SBE shall apply. SECTION 4 - Organization Renewal The organization described herein shall be limited to the initial phase-in period, three (3) years, of the society. After the phase-in period, the purpose, scope and organization of IMES will be reviewed by SBEs Managing Board, IMESs Board, and Members and bylaws revised appropriately. If the by-laws are not revised on the expected schedule, these bylaws will remain in effect until modified.