Each year, SOT Council undertakes a complete review of the Constitution and Bylaws of the Society of Toxicology (SOT). During its September 2012 meeting, SOT Council approved three proposed amendments to the Bylaws of SOT. Article First and Third are mandatory changes based on the 2012 DC Nonprofit Act (SOT is incorporated in DC). The other two changes for committees are to add flexibility and continuity.
SOT Voting Members may provide comments on the proposed changes, which are due no later than October 26, 2012. After consideration of the comments by SOT Council, the proposed Bylaws changes will be submitted to the membership for a vote. Approval by two-thirds vote of ballots received within 60 days shall be required for adoption.
The proposed changes are as follows, with new text indicated by an underline.
2012–2013 Bylaws Amendment Proposals
Article First—Officers
Add new section:
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 Third—Meetings
Section 2. Special business meetings of the Society may be called by the Council or upon written request of ten 10% of the active members of the Society with approval of the Council. The Secretary shall send notice to the members at least no more than eight weeks in advance of such meetings and shall specify the business to be transacted.
Article Fourth—Standing Committees
Section 6. Education Committee. There shall be an Education Committee consisting of six members who hold no elective office. Two Members shall be appointed annually for a three-year term by the President. The President shall designate the Chair. The Education Committee shall concern itself with ways in which the Society can advance and promulgate education in toxicology. The Committee shall report its findings and recommendations to Council.
Section 8. Awards Committee.
The Committee shall at its first meeting each year following the election of new members, elect from its membership a Chair 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.