(amended 10/27/2009)

ARTICLE 1. Name.

The name of the organization shall be the Cell Stress Society International, Inc., hereafter called the Society. The Society shall be an international, nonprofit organization.

ARTICLE 2. Purpose.

Section 1. Nonprofit purpose.

The Society is organized exclusively for educational and scientific purposes under section 501 (c) (3) of the U.S. Internal Revenue Code.

Section 2. Specific purpose.

The specific purpose of the Society is to promote international cooperation and communication among scientists and the public regarding both basic and applied research on cellular stress responses in particular and biological interactions between organism and environment in general and includes the publication of Cell Stress & Chaperones.

ARTICLE 3. Membership.

All persons actively interested in cellular stress responses shall be eligible for active membership. One becomes an active member when Society dues are accepted.

ARTICLE 4. Officers and Council.

Section 1. Composition.

The officers of the Society shall be the President, the President-Elect and the Secretary-Treasurer. The officers, two elected councilors, the Immediate Past President and the Editor-in-Chief of Cell Stress & Chaperones shall constitute the Council. The Editor-in-Chief shall be appointed by the Council.

Section 2. Nominations.

The Council is charged with assembling a list of nominees for all positions up for election. Nominations will be requested from the membership, and the two members receiving the most nominations for a position which must include nominations by members from at least three different institutions will be included on the ballot.

Section 3. Election of Officers and Councilor.

Election shall be by a plurality of those voting. All active members are eligible to vote. Elections shall be held by mail ballot.

Section 4. Terms of Officers, Councilors and Editor-in-Chief.

The terms of the officers shall be two years except that the term of the Secretary-Treasurer shall be three years. The term of the councilors shall be two years. The term of the Editor-in-Chief shall be set by mutual agreement of the Council and Editor-in-Chief at the time of appointment but may be extended by mutual agreement or terminated by the Council, the Editor-in-Chief being excluded from this vote. Terms shall begin on January 1 except the Editor-in-Chief who shall assume his/her duties as required for the next volume of Cell Stress & Chaperones.

Section 5. Vacancies.

Vacancies of elected officials on the Council shall be filled by appointment by the Council except that in the event of a vacancy in the Office of President, the President-Elect shall become the President for the remainder of the unexpired term as well as for the subsequent term. In the event of any other vacancy among the officers, the Council shall appoint an active member to serve for the remainder of the year, and the office shall be filled at the next election.

Section 6. Duties.

a) President. The President shall: 1) preside at the meetings of the Society and the Council; 2) appoint with the advice of the Council such committees and representatives as may be needed; 3) authorize all expenditures for disbursement by the Secretary-Treasurer; 4) be the official representative and spokesperson for the Society.

b) President-Elect. The President-Elect shall: 1) preside in the absence of the President; ; 2) prepare an annual report to the members concerning the financial status of the Society, actions of the Council, activities of the Society, its committees and representatives, and the membership of the Society.

c) Secretary-Treasurer. The Secretary-Treasurer shall: 1) keep the records of the Society; 2) send out official correspondence of the Society including a call for nominees for all offices to be filled by election, and the official ballot bearing the names of the nominees for office; 3) prepare the minutes of the annual meeting and Council meetings; 4) have charge of all funds of the Society, be responsible for their investment, disburse funds when co-authorized by the President, and prepare an annual financial statement for review by the Council and by an auditor appointed by the president.

d) Councilors. The elected councilors shall participate in meetings of the Council and attend the annual meetings of the Society.

[e) Editor-in-Chief. The Editor-in-Chief shall carry out policy decisions of the Council and shall be authorized to act for the Editorial Board in making editorial decisions and conducting routine business. The Editor-in-Chief shall submit an annual report to the Society regarding the operation of Cell Stress & Chaperones.

Section 7. Non-liability of elected officials and Editor-in-Chief.

The elected officials of the Society and the Editor-in-Chief shall not be personally liable for the debts, liabilities, or other obligations of the Society.

Section 8. Indemnification by the Society of elected officials and Editor-in-Chief.

The elected officials of the Society and the Editor-in-Chief shall be indemnified by the Society to the fullest extent permissible under the laws of this state.

Section 9. Insurance for Society agents.

Except as may be otherwise provided under provisions of law, the Council may adopt a resolution authorizing the purchase and maintenance of liability insurance on behalf of any agent of the Society including an officer, counselor, Editor-in-Chief, employee or other agent of the Society.

ARTICLE 5. Meetings.

Meetings of the Council may be called by the President or any three other members of the Council. Meetings of the Council may be by electronic communication. Meetings of the membership shall be scheduled annually during a major international meeting.

ARTICLE 6. Quorum.

Three fifths of the Council shall constitute a quorum. A quorum of the membership shall be those attending a duly called meeting or responding to a polling by mail or electronic communication.

ARTICLE 7. Voting.

Actions of the Council at a duly constituted meeting require a simple majority of those present to approve. A meeting is duly constituted if properly called and a quorum is present. Actions of the membership at the annual meeting also require a simple majority but are not binding on the Council excepting demands for a mail polling of the membership on any issue. Actions taken by a simple majority of the active membership in a mail polling are binding on the Council except amendents to these by-laws (see article 12).

ARTICLE 8. Finances.

Section 1. Budget.

The Council shall be responsible for determining the budget. Expenditures in accord with the budget are to be authorized by the President and disbursed by the Secretary-Treasurer. All expenditures shall require the joint authorization of the President and the Secretary-Treasurer.

Section 2. Dues.

Annual dues shall be determined by the Council. Graduate students who provide evidence of their status are entitled to active membership at reduced cost for a period not exceeding five years. Payment shall be due January 1. New members shall be billed for dues from the previous January 1. Members who have not paid their dues by January 1 shall be dropped from the roles.

ARTICLE 9. U.S. IRC 501 (c) (3) Tax Exemption Provisions

Section 1. Limitations on activities.

No substantial part of the activities of this Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this Society shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these By-laws, this Society shall not carry on any activities not permitted to be carried on a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the U.S. Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the U.S. Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2. Prohibition against private inurement.

No part of the net earnings of this Society shall inure to the benefit of, or be distributable to, its members, officers, counselors, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Society.

Section 3. Distribution of assets.

Upon the dissolution of this Society, its assets remaining after payment, or provisions for payment, of all debts and liabilities of this Society shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the U.S. Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private foundation requirements and restrictions.

In any taxable year in which the U.S. Internal Revenue Service makes a determination that this Society is a private foundation as described in Section 509 (a) of the U.S. Internal Revenue Code, the Society 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the U.S. Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the U.S. Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943 (c) of the U.S. Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Society to tax under Section 4944 of the U.S. Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945 (d) of the U.S. Internal Revenue Code.

ARTICLE 10. Publications.

Section 1. Journal.

The Society shall own and publish Cell Stress & Chaperones as its official journal. Subscription to Cell Stress & Chaperones shall be part of active membership. Publication in the journal shall be open to both members and nonmembers with acceptance of manuscripts decided by Editorial review on the basis of merit and suitability. The Editorial Board of Cell Stress & Chaperones shall be appointed for three-year renewable terms by the Editor-in-Chief in consultation with the Council.

Section 2.

Books, monographs, pamphlets and reports may be issued as the Council shall authorize.

ARTICLE 11. Procedural Problems.

Procedural problems will be resolved according to Robert's Rules of Order.

ARTICLE 12. Amending By-Laws.

These by-laws may be changed by a two-thirds vote of the members voting in a mail ballot.