ARTICLE I: STATEMENT OF PURPOSE

1. Definition of Bylaws: The Bylaws for the Governance of the Association of Biochemistry Educators (“ABE”) define the organization and function of the ABE, the procedures for the ABE Board of Directors, Executive Committee and members in fulfilling their respective roles, and the manner through which they carry out the ABE’s missions.

2. Non-Profit Status: ABE is a 501(c)(3) non-profit organization.

3. Mission: The purpose of the ABE is to promote the critical foundational role of biochemistry in healthcare education, to foster innovation and research in biochemistry education, and to support the development and advancement of biochemistry educators.

ARTICLE II: MEMBERSHIP

There shall be (2) two classes of membership in the Association.

1. Regular Membership: Regular Members shall be educators (including administrators and faculty advisers) from accredited colleges, universities, healthcare professional schools (including, but not limited to medicine, dentistry, pharmacy and chiropractic) or other organizations who participate in or have an interest in teaching biochemistry or related subjects to students in healthcare professional schools.

1. Members’ institutions should be either be: (1) organizations exempt from Federal income taxation under Section 115(a) of the Internal Revenue Code of 1954 or (2) organizations exempt from Federal income tax under Section 501(a) as organizations described in Section 501(c)(3) that also are not private foundations under Section 509(a)(1), (2), or (3) of said Code (or the corresponding provisions of any future United States Internal Revenue law).

2. Members may be nominated and elected to serve on committees and the ABE Board.

3. Members shall pay annual dues in the amount established by the ABE Board. 

4. Regular Members shall have the right to vote in all elections of the Board of Directors and on other matters referred to the membership by the Board.

5. Membership may be suspended or terminated for cause, including conduct detrimental to the purposes of the Association, by a two-thirds vote of the entire Board following written notice and opportunity for the member to respond.

2. Emeritus Membership: Emeritus members shall be former members of the ABE who have the designated status as retired or emeritus at their institution. 

1. An eligible applicant is an active ABE member in good standing who has retired from or has emeritus status at a nationally accredited or international institution of higher learning who wishes to remain active in the Association and who meets the following criteria: has maintained consistent, active Association membership for at least 5 years AND one of the following: 

1. attended at least three Association conferences (in-person or virtual summit); 

2. held a position on the Board; or 

3. is one of the ABE Founding members

2. Application for membership will be available through the Association website.

3. Once received, Emeritus Membership is automatically renewed by yearly updates of member information.

4. Emeritus members receive free ABE membership and access to Regular ABE member resources.

5. Emeritus members are not eligible to vote in ABE elections or serve on the ABE Board.

6. Newly approved Emeritus members will be acknowledged at the biennial Conference.

ARTICLE III: ABE BOARD

1. The ABE Board shall be composed of eleven (11) elected Regular ABE members. The eligible members of the ABE Board may be nominated and elected by the ABE Board to serve on the Executive Committee. The Executive Manager is a non-elected, non-voting ex officio member of the ABE Board and Executive Committee.

2. Executive Committee members/officers are elected by the ABE Board before the biennial conference of the ABE to serve two (2) years in the designated position at the conclusion of the biennial conference, except for the positions of President and Past-President that are filled by the President-Elect and President, respectfully. The duties of the officers are described in the Standard Operating Procedure of each officer position, and subject to any specific definitions made in the Bylaws. Officers will serve without compensation, fee, or other payment.

1. President

1. Presides at the meetings of the ABE, at meetings of the Board of Directors, and at meetings of the Executive Committee. 

2. Represents the Association on all matters of official business and shall be responsible for chairing the program committee of the biennial conference and virtual summit.

3. Upon completion of the President’s two (2) year term at the end of the biennial conference, the President immediately succeeds the position of Past-President. If necessary, their four (4) year term on the ABE Board is extended to continue on the Executive Committee as the Past-President.

2. President-Elect

1. Serves as the Chair of the Membership Committee.

2. Co-chairs the program committee of the biennial conference and the virtual summit (alternate years).

3. In the event of the absence or disability of the President in connection with any duly called meeting of the ABE, the Board, or the Executive Committee, the President-Elect shall preside.

4. Upon completion of the President’s two (2) year term at the end of biennial conference, the President-Elect immediately succeeds the position of President. If necessary, their elected four (4) year term on the Board of Directors is extended to continue on the Executive Committee as the President and then the Past-President.

5. In case of premature vacancy in the office of the President, the President-Elect serves as Acting President for the remainder of their term, and continues as President at the end of the biennial conference to fulfill the original term defined for the President-Elect as stated above.

3. Secretary

1. Records the minutes for meetings of the Board of Directors and the Executive Committee.

2. Responsible for the proper distribution and archival storage of all required notices to the Board of Directors and Executive Committee.

3. Upon completion of the Secretary’s two (2) year term at the end of the biennial conference, the newly elected Secretary immediately succeeds the position of Secretary. If the Secretary was elected at the beginning of their four (4) year term, they will complete the remainder of their term as a Board Member or may be elected for another eligible position on the Executive Committee (President-Elect or Treasurer).

4. The Secretary may not serve two consecutive terms. However, if there are no nominations for Secretary for the next term, the current Secretary may choose to serve a second term as Secretary as long as there are two (2) years remaining on their term as an ABE Board member.

5. In the event of a vacancy, the Past-President, as Chair of the Nomination Committee, shall call for nominations from the remaining Board to fill the vacancy for the remainder of the existing term. The remaining Board will elect a new officer from those nominated.

4. Treasurer

1. Serves as Chair of the Finance Committee.

2. Serves as the ABE’s Chief Financial Officer and as such shall be responsible for the supervision of the financial affairs of the ABE. 

3. Responsible for: (1) proposing a yearly operating budget for the ABE to be approved by the Board of Directors, (2) the financial procedures of the ABE including an annual audit of its books and records, (3) maintaining tax-exempt status filings, and (4) making recommendations to the Board regarding investments.

4. Conveys key financial records, for storage purposes, to the Executive Manager on a yearly basis

5. Upon completion of the Treasurer’s two (2) year term at the end of the biennial conference, the newly elected Treasurer immediately succeeds the position of Treasurer. If the Treasurer was elected at the beginning of the four (4) year term, they will complete the remainder of their term as a Board Member or may be elected for another eligible position on the Executive Committee (President-Elect or Secretary)

6. The past Treasurer is invited to be a member of the Finance Committee.

7. The Treasurer may not serve two consecutive terms. However, if there are no nominations for Treasurer for the next term, the current Treasurer may choose to serve a second term as Treasurer as long as there are two (2) years remaining on their term as an ABE Board member. 

8. In the event of a vacancy, the Past-President, as Chair of the Nomination Committee, shall call for nominations from the remaining Board to fill the vacancy for the remainder of the existing term.  The remaining Board will elect a new officer from those nominated.

5. Past-President

1. Serves as the Chair of the Nomination Committee.

2. Serves as a voting ex officio member (as the individual who has most recently been succeeded as President) of the Executive Committee and ABE Board.

3. Responsible for advising the ABE Board on matters related to its function. 

4. In the event of a vacancy, the position may be filled by a former Past-President (beginning with the most recent eligible person) or remain unfilled at the discretion of the ABE Board.  

6. Executive Manager 

1. Responsible for organizing for the biennial meeting and virtual summit (alternate years), maintaining long-term storage of all organization records, both financial and otherwise, conveying information to members, and overseeing the website and website updates.

2. Appointed by the President with the approval of a majority of the ABE Board and is compensated as defined by the Memorandum of Understanding between the two parties.

3. Serves as a non-voting, non-elected ex officio member of the ABE Board and Executive Committee.

3. ABE Board Members are elected by the Regular Membership before the biennial conference of the ABE to serve on the ABE Board for staggered terms of four (4) years each. At least one Board Member shall be elected at each meeting.

4. In the event of a vacancy among the elected representatives on the ABE Board, the President with the approval of the majority of the remaining Board Members may designate by appointment a successor to serve until the next annual meeting of members at the biennial conference, at which time a successor shall be elected to complete the unexpired term. The President with the approval of the majority of the remaining Board Members is authorized at his/her own discretion to leave a vacancy unfilled until the next annual meeting of the members.

1. A Board Member may serve multiple terms of four (4) years, but there must be a two (2) year gap between terms (one election cycle).

2. A Board Member who ceases to be a biochemistry educator (as defined in Section 2) shall be disqualified from continued service on the Board.

5. Responsibilities

1. The ABE Board shall have authority to transact all business of the ABE and establish all policy of the ABE except that specifically reserved to the membership by resolution duly adopted at a meeting of members. 

2. When transacting business of the Association, each member of the Board shall act on his or her own best judgment in the interest of the ABE as a whole. 

3. To the fullest extent permitted by law, the Association shall indemnify its directors, officers, and employees against any and all expenses and liabilities incurred in connection with the defense of any action, suit, or proceeding to which they are made a party by reason of being or having been such director, officer, or employee, except in cases of gross negligence or willful misconduct.

4. All officers, directors, and committee members shall disclose any financial or personal interest that might result in a conflict of interest in any matter under consideration by the Board. The Board shall adopt and periodically review a Conflict of Interest Policy consistent with IRS guidelines.

ARTICLE IV: COMMITTEES

1. Executive Committee

1. Composed of the President, President-Elect, Secretary, Treasurer, Past President, and Executive Manager.

2. Two (2) members are ex officio members, the Past President (voting) and the Executive Manager (non-voting)

3. Shall have full power and authority to handle ongoing business for the ABE Board between Board meetings, but the Executive Committee shall report any actions taken to the Board at the Board meeting immediately following such actions.

4. Will be chaired by the President and may also be used to prepare the agenda for full Board meetings. 

2. Nominating Committee

1. Composed of a minimum of three (3) members, including the outgoing President who shall serve as Chair of the committee as the Past-President.

2. Should the current Past-President be unable to serve, the request will go to the previous Past-President, etc.

3. Prepares a slate of candidates for all vacancies on the ABE Board and committees with elected members. Nominations for all vacancies may also be sent into the nominating committee directly from the membership. 

3. Membership Committee

1. Composed of a minimum of four (4) members including the President-Elect who shall serve as chair.

2. The Executive Manager will serve as an ex-officio, non-voting member.

3. Develops new outreach initiatives and increases membership, including vetting and confirming pending new members. 

4. Finance Committee

1. Composed of a minimum of four (4) members including the Treasurer who shall serve as chair.

2. The past treasurer will be encouraged to participate on this committee.

3. Pursues sponsorship for the biennial meeting, works with the Executive Manager to set the registration fee for the biennial meeting, settles the accounts from the meeting, and prepares financial reports as necessary. 

4. Pursues sponsorship opportunities for other ABE events and activities.

5. Other Standing Committees

1. The Board may, at its discretion, create standing committees or editorial Boards to implement programs and policies it has approved.

2. The ABE membership shall directly elect members of such committees or editorial Boards subject to approval by the ABE Board.

3. The President shall have the power and authority to create ad hoc committees from time to time for special functions or purposes. 

ARTICLE V: ELECTIONS

1. ABE Board

1. Vacancies on the ABE Board will be verified with the President.

2. Nominations for verified vacancies shall be initiated by the Nominating Committee. A Board member whose term is ending may not be a candidate, and must have a hiatus of at least two-years from the ABE Board (one election cycle)

3. Solicitation of nominations and elections will be held before the biennial conferences (every two years) in accordance with the Nominating Committee’s SOP.

4. Each elected Member of the Board shall serve a term of four (4) years, which encompasses two (2) Association conferences.

5. Terms will be staggered such that at least one member will rotate off after each conference.

6. A Member may be granted an additional (2) two-year term if justified by the circumstances (for example, in the succession of a current Board member to the President Elect and Presidency. The Past President is a non-elected term.)

7. Individual Board members may be removed by a two-thirds vote of the entire Board.

2. Executive Committee

1. After the new ABE Board members have been confirmed, the President-Elect, Secretary and Treasurer shall be elected by a majority vote of the Board by electronic vote before the biennial conference (every two years) in accordance with the Nominating Committee’s SOP.

2. Only members of the new Board (members who will have two years or four years remaining on their term after the biennial conference) will be eligible to run for office.

3. The newly elected officers will be announced to the membership at the opening session and assume their duties upon the close of that meeting.

4. Officers serve a two-year term.

5. An Officer may be elected to a different position on the Executive Committee immediately following his/her current term, provided they still have two years remaining on their term.

6. There is no limit on the number of times an individual may serve as an Officer.

7. Officers may be removed by a two-thirds vote of the entire Board.

3. Standing Committee

1. Vacancies on Standing Committees will be verified with the Committee Chair.

2. Nominations for verified vacancies, shall be initiated by the Nominating Committee.

3. Solicitation of nominations and elections will be held annually or biennially in accordance with the Standing Committee’s SOP.

4. Each elected committee member shall serve a term in accordance with that Standing Committee’s SOP.

5. Terms will be staggered such that each Standing Committee has a vacancy for each election cycle.

4. Nominations and Elections 

1. A call for nominations for vacancies will be announced by email and on the website, in accordance with the Nomination Committee’s SOP.

2. Nominees may be solicited by the Nomination Committee, nominated by other ABE members, or be self-nominated.

3. The election will be open to all Regular ABE members, and the results will be announced to the membership within sixty (60) days after voting has concluded.

ARTICLE VI: MEETINGS

The ABE is authorized to hold scientific and educational meetings.

1. Biennial Meeting

1. A meeting of the members will convene at least once every other year (biennially) at a time and place to be determined by the ABE Board.

2. ABE members may meet more often upon call by the Board or if requested in writing by ten (10) percent or more of the voting Association membership. 

3. Sixty (60) days notice of all regular meetings and the biennial meeting shall be given in writing. Thirty (30) days written notice shall be given for all special meetings of the members. 

4. Ten (10) percent of the Association voting membership shall constitute a quorum at any duly authorized meeting. Each member in attendance shall have one vote.

5. Solicitation of nominations and elections will be held before the biennial conferences (every two years) in accordance with the Nominating Committee’s SOP

2. Meeting Agenda

1. Reports

1. The President, or his/her duly appointed representative shall present a “state of the Association” address at the biennial meeting. 

2. The Treasurer, or his/her duly appointed representative shall present a financial report of the Association at the biennial meeting.

3. ABE Board Meetings

1. Meetings of the ABE Board may be held at any time on call of the President, or at the request of one-third (1/3) of the Board.

2. A quorum in any of these meetings shall be a majority of the voting Board members.

3. Notice of the meetings of the Board shall be made in writing by the President or Secretary to all Board members at least two (2) weeks in advance, stating the time, place, and purpose. The requirement for such notices may be waived by approval of a majority of the members of the Board.

4. Committee Meetings

1. Meetings of committees within the Association may be held at any time on call of the President or the Chair of the committee, or at the request of one-third (1/3) of the committee members.

2. Meetings of committees within the Association may be held at any time on call of the President or the Chair of the committee, or at the request of one-third (1/3) of the committee members.

3. A quorum for any committee meeting shall consist of a majority of the voting members of that committee.

5. Voting

1. At all meetings of the Association, committees within the Association, or of the Board, the act of the majority of the members present and voting shall be the act of the Association, the committee or of the Board unless the concurrence of a greater proportion of members is required by the Articles of Incorporation or Bylaws.

2. No proposal can be brought to a vote at a biennial meeting or special meeting of the members unless it has been approved by the Board or unless it has been endorsed by five (5) Regular Members of the Association who are in good standing. The Secretary may include the substance of any such proposal in the written notice of said meeting, or the Secretary may separately submit such proposals in writing to the meeting participants.

3. Robert’s Rules of Order Newly Revised (current edition), shall govern all meetings.

ARTICLE VII: DUES & ASSESSMENTS

1. All fiscal affairs of the ABE shall be conducted on the basis of the calendar year. 

2. The Board may determine from time to time the amount of an initiation fee, if any, annual dues, and special assessments for designated purposes payable to the Association by members.

3. No special assessment shall be effective until a proposal for such special assessment has been submitted to the membership and approved by a majority of the votes cast, by written or electronic ballot, in a referendum of the membership held in accordance with this Article.

ARTICLE VIII: GENERAL PROVISIONS

1. The Association's fiscal year shall end December 31.

2. No action of the Association is to be construed as committing any member to the position of the Association on any issue.

3. The principal office of the Association shall be located in the State of Florida. The Association may establish and maintain other offices in any of the States, territories, or possessions of the United States, and in such place as may from time to time be approved by the Board.

4. The annual dues for each class of membership shall be determined by the Board.

5. The Executive Manager shall be responsible for maintaining all society records for use by the Treasurer, Secretary and Board members and officers, and when needed for tax purposes and otherwise. The records will include but will not be limited to tax records, treasurers’ records, society correspondence, meeting minutes, membership database information, bank account records, etc.

6. The Association does not discriminate on the basis of race, color, national origin, gender, sexual orientation, age, religion, disability, or any other status protected by law.

7. The Board may adopt and amend Standard Operating Procedures (SOPs) to implement these Bylaws. In case of conflict, the Bylaws shall prevail.

8. If any provision of these Bylaws is held invalid, the remaining provisions shall continue in full force and effect.

ARTICLE IX: AMENDMENTS

1. These Bylaws may be amended by a two-thirds (2/3) vote of the entire Board at any regular or special meeting of the Board provided that notice of the proposed amendment has been posted to the Board for consideration prior to said meeting. The Board shall report any adopted amendments to the Association membership at the first Association meeting after adoption by the Board.

2. Amendments may be initiated by individual members of the Board or by a petition to the Board signed by ten (10) percent of the voting members of the Association.

ARTICLE 10: DISSOLUTION

1. Dissolution of the Association for any cause shall be initiated by the individual members of the Board or by a petition to the Board signed by twenty (20) percent of the members of the Association. 

1. Such a motion or petition must be approved by a two-thirds (2/3) majority of the entire Board, then

2. Must then be discussed at a subsequent business meeting of the Association and 

3. Must be finally ratified in an electronic ballot by two-thirds (2/3) majority of the entire Association.

2. Dissolution must be in accordance with the applicable regulations of the Internal Revenue Code, Form 966, or any amendments or additional thereto, as well as the Florida Non-Profit Corporation Act.

3. Upon the dissolution or other termination of the society, no part of the property of the society nor any of the proceeds thereof shall be distributed to, or inure to the benefit of any of the members, but all such property and proceeds shall, subject to the discharge of valid obligations of the corporation and to applicable provisions of law, be distributed to such organization or organizations qualified under Section 501(c) 3 of the Internal Revenue Code, or its successor provision, for the benefit of the enhancement of medical and scientific education and research, as the officers and Board of Directors shall direct, excluding private foundations.

4. The selection of the successor organization must be approved by a two-thirds (2/3) vote of the entire Board and named in the minutes of the Board and its Articles of Dissolution, but need not be named in the motion or petition for dissolution.

Bylaws adopted on May 17, 2016, by the Association Board of Directors.

Bylaws previously amended on May 7, 2017 and August 28, 2020. 

Bylaws most recently amended and approved on December 19, 2025, by the Association of Biochemistry Educators (ABE) Board.