Bylaws of the International Society for Microbial Ecology

I . Name, purpose, registered office, duration

Article 1
Under the name “Sociètè Internationale pour l’Ecologie Microbienne” or “International Society for Microbial Ecology”, the abbreviation of which is “ISME”, a non-profit association, registered in the Register of Commerce, has been established and organised pursuant to the present by-laws and articles 60 ff of the Swiss Civil Code (hereafter the “Association”).

Article 2
The objectives of the Association are as follows:
• the promotion of education and research activities in microbial ecology, especially at the international and regional level.
• to facilitate interaction between researchers in microbial ecology and related disciplines.
• the organization of meetings that promote the exchange of scientific information on microbial ecology, including the International Symposium on Microbial Ecology as defined under article 44 of the present by-laws (hereafter the “International Symposium”).
• the sponsoring of publications that broadly communicate knowledge in microbial ecology to scientists, policy makers and the public.

Article 3
The Association is non-political and non-discriminatory, whether for religion, race or gender.

Article 4
The Association was founded and registered in East Lansing, USA. The Association has been relocated and established for an unlimited duration and its registered office is in Geneva. The Board of Directors may establish other offices in or outside Switzerland.

Article 5
The Association can be affiliated with other relevant scientific organizations as determined by the Board of Directors.

II. Members

Article 6
The Association is composed of active members. Additional membership categories may be established by the Board of Directors. The term “Member” as used hereafter means an active member as opposed to the term “member” as used hereafter which means any member of any membership category.

Article 7
All persons interested in microbial ecology may become Members. Membership application is to be filed, in writing, with the Board of Directors.

Article 8
The acceptance of a new Member is of the exclusive competence of the Board of Directors. In case of refusal, the Board is not compelled to indicate its grounds. No recourse is available against the decision of the Board.

Article 9
Admission conditions for Members are determined by the Board of Directors. The same applies for membership conditions in the other membership categories established by the Board of Directors pursuant to article 6 of the present by-laws.

III. Dues

Article 10
All members, irrespective of their category, are subject to the payment of annual dues, to be determined by the Board of Directors. Dues include the subscription to the official journal of the Association as defined under article 52 of the present by-laws. The spouse of a member may apply for joint membership upon payment of the corresponding membership fee determined by the Board.

Article 11
Annual dues for all categories of members are to be made in advance, in one payment, by 1st November of each year for the following year. New members are billed for dues for the entire current year.
Members whose dues are in arrears shall not receive publications or communications of the Association and shall, save their dropping from the membership rolls pursuant to article 13 of the present by-laws, be ineligible to vote as long as their annual dues have not been entirely paid.

Article 12
Annual dues are acquired by the Association.
Annual dues remain due in full, even in case of loss of membership during the year.

IV. Loss of membership

Article 13
Membership is lost :
• By resignation notified in writing to the Board of Directors.
• By dropping from the membership rolls in case of non-payment of the annual dues for more than one year from the due date. A member who has been dropped for non- payment may be reinstated upon payment of the dues for the year in which reinstatement is desired.
• By exclusion for cause, with immediate effect by the Board of Directors.
No recourse is available against decisions of the Board of Directors pursuant to this article. The Board is not compelled to indicate the grounds of its decisions.

V. Organization

Article 14
The Association is composed of the following bodies:

General Meeting
Board of Directors

Article 15
The accounting period is one year. It starts on 1st January and ends on 31st December of each year. The first accounting period shall end on 31st December 2005.

VI. General Meeting

Article 16
Unless otherwise provided in the present by-laws, each Member disposes of one vote.

Article 17
Decisions at General Meetings are made by the majority of attending Members.

VII. Convening and competences of the General Meeting

Article 18
The ordinary General Meeting is held every two years at the time and place of the International Symposium as defined under article 44 of the present by-laws.
It is open to the entire membership and is also open to the public, upon payment of a registration fee.

Article 19
Extraordinary General Meetings may be called by the Board of Directors if necessary or as requested in writing to the Board of Directors by at least one fifth of the Members. The request for such a meeting shall be clearly defined.

Article 20
The biennial invitation to the International Symposium is considered as conveyance to the ordinary General Meeting. Extraordinary General Meetings are convened by simple mail to the members.

Article 21
Agenda of ordinary and extraordinary General Meetings are prepared by the Board of Directors.

Article 22
The General Meeting:
• Hears the biennial reports of the Board of Directors and of the Committees, including the results of the election of Officers and Directors.
• And more generally, votes on all questions submitted by the Board of Directors.
General Meetings may only vote on items on the agenda.

Article 23
General Meeting validly deliberates irrespective of the number of members attending.

VIII. Board of Directors and Officers

Article 24
The Association is managed by a Board of Directors composed of eleven Members elected by the Members as provided for under article 28 of the present by-laws.

Article 25
All members of Board of Directors must be Members.

Article 26
The Board of Directors consists of a President, a Vice-President, a Secretary-Treasurer, the immediate Past-President, the immediate Past-Chair of the last International Symposium, the and five other Directors. The Chair of the upcoming International Symposium is an ex official non-voting member of the Board (Article 46).

Article 27
The Officers of the Association are the President, the Vice-President who is also President-Elect, the immediate Past-President and the Secretary-Treasurer. The Officers constitute the Executive Committee which meets whenever deemed necessary. The Executive Committee can invite advisors in-attendance to assist in specific tasks of the Committee. Advisors are appointed for a term of two years.

Article 28
The Vice-President is elected President after two years.
The Vice-President is elected by a simple majority of ballots cast by the Members pursuant to this article.
The other Directors are the candidates receiving the highest number of votes to fill the vacancies of the Board of Directors.
The Secretary-Treasurer is appointed by the Board of Directors.
All Officers serve for a maximum of 6 years. The President, Vice-President and Past-President serve a two-year term and the Secretary/Treasurer serves a four-year term, with the possibility of an extension of two years to be decided by the Board of Directors upon the advice of the Executive Committee.
The other Directors are elected for a 6-year term, with two Directors elected every second year.
Every second year, the Nominating and Election Committee, as defined under article 48 of the present by-laws, submits the Vice President as the candidate for President and at least two nominees for Vice-President and for each vacant position on the Board, taking into consideration names suggested by the Members. No more than three persons, and a minimum of one person, from any one broad geographic region may be members of the Board of Directors at any time. This balanced representation is to be achieved in the Board but not necessarily on each ballot. The ballot, mailed to all Members in good standing, lists the nominees and also provides space for write-in votes. The election shall be held three to six months prior to the next General Meeting before terms of service expire. The Nominating and Election Committee counts the votes and reports the results to the Board of Directors and to the General Meeting.
Terms of all Officers and members of the Board of Directors begin after the closing ceremony at the biennial Symposium. Following their election, new Directors of the Board will attend the Board meetings associated with the Symposium.. Directors who are not Officers may be elected as Officers but Officers may not be re-elected as President or Vice-President.

Article 29
A vacancy on the Board may be filled with a Member selected by the remaining Directors of the Board until the next ordinary General Meeting when the position is filled.

Article 30
Any Director may be removed with cause by the remaining Directors of the Board.

Article 31
Any Director may resign at any time by providing written notice to the Association. The resignation is effective upon the receipt of the notice or at the later date as designated in the notice. A successor is appointed as provided under article 29 of the present by-laws.

Article 32
The Board of Directors has the widest powers to act in all circumstances on behalf of the Association, including the powers to undertake or authorize any act or operation in accordance with the objectives of the Association and which are not expressively reserved to the General Meeting pursuant to the present by-laws.

Article 33
The Board provides overall guidance and counsel to the Association. In addition, the Board votes on approval on the following:
• All agreements with publishers or printers.
• Annual membership dues.
• Annual budget.
• Selection of the venues of the International Symposium.
• Appointment of the Chairs of the International Symposium

Article 34
The President presides over the General Meetings and the meetings of the Board of Directors.
The Vice-President presides in the absence of the President. In the event of vacancy in the office of President, the Vice-President becomes President for the remainder of the non-expired term as well as for the subsequent term.

Article 35
The functions of the President are as follows:
• To publish a biennial statement and activity report concerning the Association and its publications by 31st January of the following year on the ISME Website.
• Authorising expenditure of all funds of the Association according to policies stipulated by the Board of Directors.
The functions of the Secretary-Treasurer are:
• To prepare a biannual statement on the financial status of the Association, an annual budget plan for the coming year and a financial overview of the previous year to the Board of Directors. The Secretary-Treasurer is also responsible for:
• All secretariat activities of the Society, including archiving relevant documents, minutes and records,
• All financial activities of the Society, including running financial operations, monitoring the budget, collecting the annual dues
The functions of the past president are:
• To establish and maintain effective contact with the Editors-in-Chief of the ISME Journal and the publishing company
• To develop a publication strategy for the Association.
• To provide a biennual statement on the publication activities of the Association, including the information on the performance of The ISME Journal for the biennial meeting of the Board of Directors
• To advise on the constitution of the Nominating and Election Committee
• To preside the Nominating and Election Committee

Article 36
The Board of Directors meets every two years at the time of the International Symposium. If such a biennial meeting is not held at that time, the Board shall call for the biennial meeting to be held as soon thereafter as is convenient.

Article 37
Extraordinary meetings of the Board of Directors may be called by the President or any three Directors, who shall determine its time and place.
Notice of an extraordinary meeting is given to each Director by any means, at least three days before the meeting.

Article 38
In order for the meeting to be validly held, at least half of the members of the Board of Directors must be in attendance.

Article 39
Neither the agenda, nor the purpose of any ordinary or extraordinary special meeting of the Board need be specified in the notice for the meeting.

Article 40
Decisions of the Board of Directors are made by the simple majority. In the case of a tied vote, the President has a casting-vote.
The Board may vote on any issue even not specified in the agenda.

Article 41
A proposal approved in writing by the majority of the members of the Board of Directors is considered a decision of the Board.
The same applies for all actions subsequently ratified in writing by the members of the members of the Board.

Article 42
The attendance of a Director at a Board meeting constitutes a waiver of the notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the meeting because the Meeting has not be lawfully called or convened. In addition, the Director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

Article 43
A Director may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this article constitutes presence in person at the meeting.

IX. International Symposium on Microbial Ecology

Article 44
The Association organizes the International Symposium on Microbial Ecology every two years. The venue of the Symposium is decided by vote of the Board of Directors. Any member or group of members can propose to host the Symposium to the Board in response to a call for nominations. The application must be endorsed by a national microbiology association or similar entity in the country of the venue and a significant number of members from the region must be identified as willing to work on the Local Organising Committee (hereafter the “Local Committee”). Any venue that is seriously considered, must be visited by a member of the Board of Directors who prepares a report to the Board prior to the vote.

Article 45
The Local Committee together with the Board of Directors are responsible for the leadership in organizing the Symposium. The Local Committee is responsible for securing additional financing. The President of the Association represents the Association on the Local Committee

Article 46
The Local Committee nominates, for approval by the Board, a Chair of the Symposium, who is also considered the Chair of the Local Committee.
The Chair of the Local Committee represents the Local Committee and reports every 6 months to the Board, including an account of the status of the program of the Symposium and its budget. The Symposium program is arranged by the Local Committee in accordance to the program rules and recommendations adopted by the Board of Directors.

X. Standing Committees

Article 47
The Association has three Standing Committee: the Publications Advisory Committee, the Nominating and Election Committee and the International Advisory Committee.
The President may create and appoint members to other committees that are deemed necessary and advisable by the Board of Directors. All non-standing committees shall serve to the satisfaction of the Board.

Article 48
A Nominating and Election Committee is appointed by the Board of Directors upon advice of the Executive Committee at least one year before the next General Meeting and consists of four members who are not members of the Board of Directors and who include representatives of different areas of microbial ecology and different countries. The members serve a four-year term with new members appointed every second year. The Past -president presides the Committee. At least two candidates should be proposed for each of the positions as board members.
Members of the Nominating and Election Committee shall not serve consecutive terms.

Article 49
The International Advisory Committee advises the Board of Directors and the Executive Committee on all matters related to the functioning of the Association. The International Advisory Committee consists of persons with a long standing reputation in microbial ecology or related fields of science. The members of the International Advisory Committee are appointed for a period of six years and could be re-elected by the Board of Directors.

Article 50
The President appoints representatives of the Association to other organizations as deemed appropriate.

XI. Publications

Article 51
The Publications Advisory Committee consists of the Past-President of the Board of Directors, and three members nominated by the Board of Directors, for a term of not longer than six years. The Past-President is the chair of the Publications Advisory Committee. The Publications Advisory Committee meets at the International Symposium and as often as necessary but at least once a year.

Article 52
The Editors-in-Chief of The ISME Journal and its editors and the editor of the ISME newsletter are appointed by the Executive Committee, on the advice of the Publications Advisory Committee. The Editors-in-Chief and the editor of the newsletter shall serve four-year terms and may be re-appointed once. All other editors of The ISME Journal are appointed for a period of three years and may be re-appointed once. An editor appointment may be terminated for cause at any time by the Executive Committee after consultation with the publisher.

Article 53
The responsibilities of the Publications Advisory Committee include the following:
• Advice on the nomination of all editors.
• Recommendations for all agreements with publishers or printers.
• Development of publication policy and scope of all publications.
• Follow-up of all scientific publications of the Association including The ISME Journal, and the ISME newsletter.

Article 54
The ISME Journal is the official journal of the Association and is published, and managed by Nature Publishing Group. Subscription to the journal is considered as an integral part of membership. Publication in the journal is open to members and non-members alike.
The terms and conditions agreed upon with Nature Publishing Group. as the publisher of the Association journal shall remain in effect until modified with mutual agreement by Nature Publishing Group. and the Association.

Article 55
The Editors-in-Chief are responsible for the leadership of the journal including timely review and publication, quality of review and of papers accepted, and technical quality of the publication. After editorial review for merit and suitability, the Editors-in-Chief shall make decisions regarding acceptance of manuscripts for publication.

XII. Representation, responsibility

Article 56
The Association is bound towards third parties by the signature of the President.

Article 57
The members of the Association and of the Board of Directors do not assume any personal responsibility for the obligations of the Association, which are exclusively guaranteed by the assets of the Association.

Article 58
The resources of the Association consist of membership dues, donations, proceeds from conferences and other activities organized by the Association and any other resources the Association shall benefit from.

XIII. Amendment to the by-laws and dissolution

Article 59
Any proposed amendment to the present by-laws must be submitted in writing to the President of the Board who will submit the proposal to the Board of Directors. Amendments are approved only if they receive a two-third vote of entire members of the Board.
The same applies for the dissolution of the Association.

XIV. Liquidation

Article 60
In case of dissolution of the Association, the Board of Directors shall designate one or more liquidators and determine their powers.

Article 61
The net assets of the Association, after payment of all debts, may be transferred to another association or charitable institution selected by the Board of Directors and having a purpose similar to the Association.

XV. Applicable laws and competent jurisdiction

Article 62
Any dispute within the Association or between the Association and its members is governed by Swiss law and shall be of the exclusive competence of the competent court of the Republic and Canton of Geneva, the appeal to the Federal Court being expressively reserved.

XVI. Effective date

Article 63
The present bylaws have been approved by the constitutive General Meeting of the Association on August 25, 2006 in Vienna, Austria and are immediately effective.
Hilary Lappin-Scott, President ______________________________________
Staffan Kjelleberg, Past-President ______________________________________
Kenneth Nealson, Vice-Presiden ______________________________________
Hans van Veen, Secretary/Treasurer ______________________________________
Bo Barker Joergensen, Board Member ______________________________________
David A. Stahl, Board Member ______________________________________
Yuichi Suwa, Board Member ______________________________________
Michael Wagner, Board Member _____________________________________
Linda Blackall, Board Member ______________________________________
Liping Zhao ______________________________________
Elizaveta Bonch-Osmolovskaya ______________________________________