Bylaws — INRC

INTERNATIONAL NARCOTICS RESEARCH CONFERENCE, INC.

Article I
Name, Offices and Website

1. The name of the Corporation is INTERNATIONAL NARCOTICS RESEARCH CONFERENCE, INC. (INRC).

2. Offices
The principal office of the Corporation shall be at 492 South Feathering Lane, Media, PA. The Corporation may also have offices at such other places as the Executive Committee may from time to time designate or as the purpose of the Corporation may require.

3. Website:

INRC will maintain a website, www.inrconference.org, for dissemination of information on the INRC and on annual conferences, collection of abstracts, registration and registration fees for annual conferences, collection of membership fees and donations, archive information on past meetings, and other contents pertinent to the function of the INRC.

Article II
Members and Meetings of Members

1. Membership
Membership of the INRC shall be open to any person interested in furthering the purposes of the Corporation. Payment of membership dues shall be made annually on the INRC website, www.inrconference.org, unless stated otherwise. Registration at the in-person annual conference is to be discounted for active members. Failure to pay annual membership fees before the beginning of each year’s conference shall result in forfeiting membership, i.e., loss of voting rights. Payment of the next year’s annual dues is sufficient for reinstatement.

2. Annual business meeting
The annual business meeting of the Members of the Corporation shall be held during the annual conference of the Corporation on the date and at the place so designated by the Corporation. In case of a virtual annual conference, the annual business meeting will be held remotely. The purposes of the meeting are:

(A) Receiving and considering reports by the Executive Committee, Officers and Chairpersons of committees, if any;

(B) Receiving the annual financial report prepared by the Treasurer. This report may be audited by an accounting firm, whenever the Executive Committee so orders.

(C) Electing Representatives of the Executive Committee;
(D) Discussing any business brought to the attention of the Corporation by a Member; (E) Voting on amendments to the By-laws, and
(F) Transacting such other business as may properly come before the meeting.

In case a virtual annual business meeting of the members is held, its purposes are as described above, except that Election of Members of the Executive Committee will be conducted by electronic ballots (see Article II.5)

3. Notice of Annual Conference

Notice of the time, place and purpose of the annual conference of the Corporation shall be served to all Members by posting on the INRC Home Page on the internet. All notices will be also sent by e-mail to members. This shall be done no less than 2 months prior to the conference.

4. Quorum

At a business meeting of the Members of the Corporation, the presence of at least thirty (30) Members shall be necessary to constitute a quorum for all purposes and the act of a majority of the Members present at the annual meeting at which there is a quorum, shall be the act of the full membership, except as may be otherwise specifically provided by statute or by the By-laws.

5. Voting

President, Treasurer/ Vice President and Communication Officer of the Corporation will be elected by electronic ballots of the members (see Article IV).

Executive Committee Representatives will be elected during every annual business meeting. Each Member shall be entitled to one (1) vote. Non-members shall not vote. Attendance is required for voting, since there will be no voting by proxy.

In the event of a virtual meeting, electronic voting will be held for election of Executive Committee Representatives.

6. Compensation and Expenses

Members of the Corporation shall not receive any salary for their services as such. By resolution of the Executive Committee of the Corporation, a fixed reasonable sum toward expenses of attendance may be allowed at each annual conference. The Executive Committee shall have power in its discretion to contract for and to pay to Members or non-members rendering unusual or special services to the Corporation special compensation appropriate to the value of such services.

Article III

Executive Committee [Board of Trustees]

1. Composition

The business and property of the Corporation shall be managed and controlled by an Executive Committee, who shall be Members of the Corporation and who shall be elected for the term of three (3) years, except as otherwise provided in section 3 with respect to the staggering of the Executive Committee and in Section 7 with respect to filling vacancies.

2. Number

The number of Executive Committee Representatives shall be nine (9) chosen by ballot by a majority of the Members at the applicable annual meeting, provided that the Executive Committee Representatives shall be resident in the following geographic areas:

(A) Area 1 - North America (3 members) (B) Area 2 - Europe (3 members)
(C) Area 3 - Rest of the World (3 members)

The three elected officers (see Article IV) shall be voting members of the Executive Committee. Members of the local organizing committee as well as former officers of the Corporation may attend meetings of the Executive Committee as non-voting Members.

3. Staggering the Executive Committee

Notwithstanding the provisions of Section 1 above, with respect to the term of office of Executive Committee Representatives, the elections will be arranged in such a way that the Executive Committee will be staggered, i.e., that the term of 3 Executive Committee Representatives will expire each year.

4. Eligibility for Re-election
When the term of an Executive Committee Representative is terminated, such a Representative shall not be eligible for re- election to the Executive Committee for at least one year.

5. Resignation

A Executive Committee Representatives of the Corporation may resign at any time by giving written notice of such resignation to the Executive Committee of the Corporation.

6. Removal

An Executive Committee Representative of the Corporation may be removed by a two-third (2/3) vote of the Executive Committee registered either in person or by proxy at any annual or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such Executive Committee Representative proposed to be removed shall be entitled to at least five (5) days of notice in writing, by mail, fax or e-mail prior to the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

7. Vacancies

Any vacancy in the Executive Committee of the Corporation occurring during the year shall be filled for the unexpired portion of the term, by the Executive Committee Representatives then serving, although less than a quorum, by affirmative vote of the majority thereof. An Executive Committee Representative so elected by the Executive Committee shall hold office until the next succeeding annual meeting of the Members of the Corporation and until the election and qualification of his or her successor.

8. Meetings of The Executive Committee.
The Executive Committee shall meet at the annual conference of the Corporation for the purpose of the selection of candidates for Officers and Executive Committee Representatives, the selection of future meeting sites, and the transaction of other business. The place and time of the first meeting of the Executive Committee Representatives of the Corporation for the purpose of the organization of the Corporation and election of Officers may be fixed by written consent of the Executive Committee Representatives named in the Certificate of Incorporation.

9. Other Meetings

Periodic or Special meetings of the Executive Committee of the Corporation may be called by the President or an Executive Committee Representative of the Corporation. Notice to be submitted to the Executive Committee Representatives by e-mail.

10. Notice of Meetings

Notice of the time, place and purpose of all meetings of the Executive Committee Representatives of the Corporation shall be served either personally or by e-mail. Any business may be transacted at any meeting of the Executive Committee Representatives.

11. Chairman

At all meetings of the Executive Committee of the Corporation, the President of the Corporation, or in his/her absence, the Vice President shall preside.

12. Quorum

At all meetings of the Executive Committee of the Corporation, a majority of the Executive Committee Representatives shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Executive Committee Representatives present at any meeting at which there is a quorum shall be the act of the Executive Committee, except as may be otherwise specifically provided by statute or by these by-laws.

13. Contracts and Services

The Executive Committee Representatives of the Corporation may be interested directly or indirectly, in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as Executive Committee Representatives of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Executive Committee Representatives are personally interested as shareholders, directors, or otherwise shall be at arm’s length and not violative of the proscriptions in the Certificate of Incorporation against the Corporation’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Regulations thereunder, as they now exist or as they may hereafter be amended.

In no event, however, shall any person or other entity dealing with the Executive Committee Representatives be obligated to inquire into the authority of the Executive Committee Representatives to enter into and consummate any contract, transaction, or other action.

14. Compensation

Executive Committee Representatives of the Corporation shall not receive a salary for their services rendered to the Corporation, but may be reimbursed for part or all of travel expenses to and from regular and special meetings.

15. Powers

All the corporate powers, except such as are otherwise provided for in these By-Laws and in the laws of the State of New Jersey, shall be and are hereby vested in and shall be exercised by the Executive Committee of the Corporation, including, but not limited to the following:

(A) Decide on all policy matters of the Corporation;

(B) Nominate candidates for Officers and Executive Committee Representatives of the Corporation

(D) Nomination and selection of Founder’s Lecture speaker

(E) Selection of the Young Investigator Award winner.

(F) Determine the procedures for utilizing and disbursing the registration fees, any surplus funds from previous conferences and funds derived from private and governmental sources;

(G) Appoint ad hoc committees, as required.

(H) The Executive Committee may by general resolution delegate to Officers of the Corporation such powers as they may determine.

16. Duties

The Executive Committee of the Corporation shall cause the accounting firm rendering services to the Corporation to prepare for submission at the annual meeting of the Members by the Treasurer of the Corporation, a verified report showing in appropriate detail the following:

(A) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the annual meeting;

(B) The principal changes in assets and liabilities, including trust funds of the Corporation, during the fiscal year immediately preceding the annual meeting;

(D) The expenses or disbursements of the Corporation during the fiscal year immediately preceding the annual meeting.
The annual report of the Executive Committee Representatives shall be filed with the records of the Corporation.

Article IV

Officers

1. Election

There shall be three (3) Officers of the Corporation, a President, a Treasurer/ Vice President, and a Communication Officer. All three officers shall be at the level of principal investigators and elected by the vote of a majority of the members of the Corporation.

For the President, the current President will request nominations from the membership through an e-mail announcement.

For the positions of Treasurer/ Vice President and Communication Officer, two sets of candidates will be prepared by the Executive Committee.

Voting for the President, Treasurer/ Vice President and Communication Officer will then proceed by an electronic ballot of the membership. Only current members (see Article II) will be allowed to vote and a majority votes must be cast for the election to be valid.

The President shall serve a single 4-year term. The election for President is held one year before the term of office begins. During that year, the President-elect assists the President as necessary.

The Treasurer shall serve a 4-year term and may be re-elected. The election of the Treasurer should not occur in the same year the President is elected, and the Treasurer should be elected one year before his/her term of office begins. The Treasurer-elect should assist the Treasurer during that year as needed.

The Communication Officer shall serve a 4-year term and may be re-elected. The election of the Communication Officer should not occur in the same year the President is elected, and the Communication Officer should be elected one year before his/her term of office begins. The Communication Officer-elect should assist the Communication Officer during that year as needed.

2. Powers and Duties

The Officers of the Corporation shall have such powers and duties not inconsistent with the By-Laws as may be determined by the Executive Committee.

3. Resignation

An Officer of the Corporation may resign at any time by giving notice of such resignation to the Executive Committee of the Corporation by mail, fax or e-mail.

4. Removal

An Officer of the Corporation may be removed from office by a two-third (2/3) vote of the Executive Committee of the Corporation at any regular or special meeting called for that purpose, for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Such Officer proposed to be removed shall be entitled to at least five (5) days of notice in writing by mail, fax or e-mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

5. Vacancies

In the event any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Executive Committee Representatives of the Corporation then in office, although less than a quorum, shall elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the next annual meeting of the Executive Committee of the Corporation and until the election and qualification of his successor.

6. President

A) In the capacity of President of the Corporation, the President shall preside at all meetings of the Members and the Executive Committee of the Corporation; report to the membership at the annual meeting all past and future endeavors and activities of the Corporation; ensure that a web page is maintained which shall include reports on the previous annual meeting, annual conference and a call for information on the next annual conference; assist in the fund raising for the Corporation and maintain a list of the names and addresses of sponsors of prior annual conferences. The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned to him/her by the Executive Committee. The President shall have the right to hire a part time paid assistant; and

(B) In the capacity of President of the Corporation, the President shall have charge of the books, documents, and papers of the Corporation. and shall keep a record, containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their places of residence; and such record shall be open for inspection as prescribed by law. In general, the President shall perform all the duties incident to the office of President subject to the control of the Executive Committee of the Corporation and shall do and perform such other duties as may be assigned by the Executive Committee.

7. Treasurer/ Vice President

(A) Treasurer. In the capacity of Treasurer of the Corporation, the Treasurer shall have custody of all funds, property, and securities of the Corporation, subject to such rules as may be imposed by the Executive Committee of the Corporation. The Treasurer may be required to give bond for the faithful performance of his/her duties, in such sum and with such sureties as the Executive Committee may require.
When necessary or proper, the Treasurer may endorse on behalf of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depositary as the Executive Committee may designate. The Treasurer shall sign all receipts, vouchers and all checks of the Corporation and all bills of exchange. The Treasurer shall process for payment all expenses and distributions, as may be necessary or proper to be made on behalf of the Corporation, regularly enter on the books of the Corporation the full and accurate account of all moneys and obligations received, paid or incurred for or on behalf of the Corporation; and permit inspection of such records, at all reasonable times, to any Executive Committee Representative or Member of the Corporation. At the annual Conference, the Treasurer shall submit an annual financial report to the Executive Committee Representatives and to the Membership. Whenever requested by the Board, or in line with government requirements, an audited financial report by the accounting firm rendering services to the Corporation, shall be presented. In general, the Treasurer shall perform all the duties incident to the office of Treasurer subject to the control of the Executive Committee. and

(B) Vice President. At the request of the President of the Corporation, or in the event of his/her absence or disability, in the capacity of Vice-President of the Corporation, the Vice-President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized bylaw, the Vice- President shall have such other powers as the Executive Committee of the Corporation may determine and shall perform such other duties as may be assigned to him by the Executive Committee;

8. Communication Officer

The Communication Officer shall attend and keep the minutes of all the meetings of the Executive Committee and Members of the Corporation, disseminate information to the INRC members by emails and by website announcement. The Communication Officer shall maintain and update the INRC website, organize online activities for the INRC members, including webinars, social media, and trainee meet-ups. The Communication Officer is also responsible for managing President and Treasurer elections and conducting after-conference surveys each year.

9. Salaries

The Officers of the Corporation shall not receive a salary for their services rendered to the Corporation.

10. Contracts and Services

The Officers of the Corporation may be interested, directly or indirectly, in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as Executive Committee Representatives of trusts, or as agents for other persons or corporations, or maybe interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Officers are personally interested as shareholders, directors, or otherwise shall be at arm’s length and not violative of the proscriptions in the Certificate of Incorporation against the Corporation’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Code and the Regulations thereunder as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Officers be obligated to inquire into the authority of the Officers to enter into and consummate any contract, transaction or other action.

Article V
Annual Conference and Conference Chair

1. Annual Conference

The Executive Committee of the Corporation shall organize an annual conference each year and in furtherance thereof they shall appoint a Conference Chair approximately two (2) years prior to the date of the scheduled conference. This is a temporary office, which ceases when the conference ends.

2. Site of Annual Conference and Local Organizing Committee

In selecting the site for the annual conference, the Executive Committee of the Corporation shall solicit and or receive proposals from any Member of the Corporation desiring to organize the annual conference. All such proposals shall include the names and addresses of the Members who shall serve on the organization of the annual conference and details for such annual conference with respect to the following:

(A) Administration;

(B) Facilities for registration, accommodations, transportation, etc;

(D) Obtain abstracts from the Members and prepare and print an abstract booklet

containing the program;

(E) Collect registration fees and provide an up-to-date listing of all participants, including Members, and their addresses to the President;

(F) Publish the scientific proceedings, if the Executive Committee of the Corporation so decides; and

(G) Plan for the delivery of any surplus funds to the Treasurer of the Corporation at the conclusion of the annual conference.

With respect to the annual conference, the Conference Chair shall:
(A) Confer with the President and the Vice President/Treasurer on all aspects relating thereto;

(B) Appoint the organizational committee and serve as the chairperson thereof;

(D) Report all income and expenditures of the annual conference to the Treasurer of the Corporation;

(E) No later than one year prior to the date thereof, prepare and submit a report of the status thereof to the Executive Committee of the Corporation, and

(F) Provide a report summarizing the scientific progress reported at the conference within 2 months of the end of the conference.

Article VI

Fiscal Year

1. Fiscal Year.
The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.

Article VII
Prohibition Against Sharing in Corporate Earnings

1. Benefits

No Member, Executive Committee Representative or Officer of the Corporation or any person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation; provided, however, that the foregoing prohibition shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Executive Committee of the Corporation. Furthermore, no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Executive Committee shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Executive Committee may determine or as may be determined by a court of competent jurisdiction upon application of the Executive Committee, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Code and the Regulations thereunder as they now exist or as they may hereafter be amended.

Article VIII

Investments

1. Investments.
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Treasurer without being restricted to the class of investments which an Executive Committee Representative is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Code and the Regulations thereunder as they now exist or as they may hereafter be amended.

Article IX

Exempt Activities

1. Prohibition against Non-exempt Activity

Notwithstanding any other provision of these by-laws, no Member, Executive Committee Representative or Officer of the Corporations shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code and the Regulations there under as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of the Code and the Regulations thereunder as they now exist or as they may hereafter be amended.

Article X

Amendments

1. Amendment of the By-Laws

Except as it may pertain to the provisions of Article IX of the by-laws, the Executive Committee of the Corporation shall have the power to make, alter, amend, and repeal any by-law of the Corporation by affirmative vote of two-thirds of the Executive Committee; provided that such action is proposed and adopted at a regular meeting of the Executive Committee, except as otherwise provided by law. Any such action by the Executive Committee shall be inserted in the notice of such annual meeting to be sent to all of the Members and must be ratified by a two-thirds (2/3) majority of the voting Members. Suggestions for amending the by-laws may be submitted to the Executive Committee in writing by any Member.

The change to membership dues-paying organization was approved by unanimous vote of the INRC membership at the business meeting in New York, NY, USA, Thursday July 11th, 2019.

Lee-Yuan Liu-Chen, INRC Acting President