ByLaws

ByLaws of the Convention of Biomedical Research, Ghana

Formerly Ghana Biomedical Convention

Article I: Name and Purpose

Section 1-01 Name
The name of the organization is the Ghana Biomedical Convention (a nonprofit corporation referred to in these Bylaws as the “Convention”).

Section 1-02 Purpose

  • To help leverage current advancements in biology and medicine for the promotion of the health and economic development of the people of Ghana.
  • To promote research that advances knowledge and understanding in the natural sciences and engineering, and their application to clinical medicine.
  • To foster interaction and collaboration among biomedical scientists and practitioners both within Ghana and abroad.
  • To provide a forum for the presentation of scientific results.
  • To bring together local students and foreign-based Ghanaians or other biomedical scientists and practitioners for professional training, mentoring, and activities designed to build local capacity in the biomedical sciences and create a cadre of world-class scientists.
  • To seek financing for the development of scientific infrastructure and funding for the Ghanaian biomedical science community.

Article II: Membership

Section 2-01 Classes of Members
The Convention shall have two (2) classes of membership:

  • (a) Regular Members – Persons holding relevant post-graduate, graduate, or equivalent university degrees who are engaged or interested in biomedical research.
  • (b) Student Members – Persons enrolled in undergraduate or graduate programs, national service persons, post-doctoral fellows who are engaged or interested in biomedical research. Student Members shall have such privileges as may be specifically prescribed by the Board from time to time. Their dues shall be a fraction of that of Regular Members and set by the Convention’s Board.

Section 2-02 Voting Rights
Each active member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

Section 2-03 Termination of Membership
The Board, by a two-thirds (2/3) vote, may recommend the expulsion of a member for behavior which may bring the Convention into disrepute after an appropriate hearing. The member shall have received at least thirty (30) days written notice of the charges and the time and place of the hearing. Such recommendation shall be submitted to the members of the Convention for acceptance or rejection by a two-thirds (2/3) vote of the Convention members present in person or by proxy at a regularly constituted meeting. Membership may also be terminated for non-payment of dues or assessments as provided in this document.

Article III: Meetings of Membership

Section 3-01 Annual Scientific Meeting
The Convention shall organize a scientific conference each year in August (or in such other month as designated by the Board). The date, time, and place thereof shall be designated by the current President, the President-elect, and the Immediate Past President, with the advice of the Board.

Section 3-02 Annual Business Meeting
An annual business meeting of the membership shall be held as part of the annual scientific forum provided by the Convention.

Section 3-03 Special Meetings
Special meetings of the members may be called by the President or the Board of Directors and shall be called upon the written request of not less than ten percent (10%) of the active members with voting rights. Such special membership meetings may be held by means of conference telephone or similar communications equipment, provided that all persons participating can hear each other at the same time.

Section 3-04 Quorum
Except as otherwise provided by law or these Bylaws, the presence in person or by proxy of ten percent (10%) of the active members entitled to vote shall constitute a quorum at any meeting of members.

Section 3-05 Other Meetings
Other meetings for professional development may be held by or under the auspices of the Convention as included in the operating procedures.

Article IV: Board of Directors

Section 4-01 General Powers
The affairs of the Convention shall be managed by its Board of Directors.

Section 4-02 Number, Tenure, and Qualifications
The Board of Directors shall be composed of the following persons, each of whom (with the exception of the President, who shall vote only to break a tie) shall have one (1) vote on all matters considered by the Board:

  • (a) Five (5) Elected Directors elected by the members of the Convention. Of these, four (4) Elected Directors must be Regular Members at the time of their election and during their terms. One (1) Elected Director must be a Student Member at the time of election and during their term.
  • (b) Four (4) Ex-Officio Directors consisting of the Convention’s President, Vice President, Secretary, and Treasurer who shall serve as directors by virtue of their offices. A 5th ex-officio Board member shall represent the Ghana Biomedical Research Network (GBRN), nominated by the GBRN from its members/officers.
  • (c) The Immediate Past President shall serve as a director for a one (1) year term commencing upon the expiration of their term as President and ending at the first succeeding annual meeting of members.

Elected Directors shall serve a two (2) year term and may serve an unlimited number of terms, but a maximum of three consecutive terms.

Section 4-03 Regular Board Meetings
A regular annual meeting of the Board of Directors shall be held without notice other than this Bylaw immediately before and at the same place as the annual meeting of members. The Board shall meet a minimum of three times in any given year.

Section 4-04 Special Board Meetings
Special meetings of the Board of Directors may be called by the President and shall be called upon the written consent of any three (3) directors. Upon receipt of such a request, the Secretary shall promptly issue the call for the meeting.

Section 4-05 Quorum
A quorum for the transaction of business at any meeting of the Board shall consist of five (5) directors. If less than a quorum is present, a majority of the directors present may adjourn the meeting from time to time without further notice.

Officers or Directors who do not attend three consecutive meetings without satisfactory reason may be asked to step down. The President, on the advice of other officers, shall nominate an Interim Officer or Director to fill the vacancy until the next annual meeting.

Article V: Officers of the Convention

Section 5-01 Officers
The officers of the Convention shall be a President, a Vice President, a Secretary, and a Treasurer. All officers must be Regular Members at the time of their election and during their terms of office. No person may hold more than one office simultaneously. An officer may serve for a maximum of three consecutive terms.

Section 5-02 Election and Term of Office
Officers shall be elected from full members in good standing who have previously served, or are currently on the Board.

  • 5-02-01. Election of Officers shall be through an electronic ballot or email voting system as deemed appropriate by the Executive. Successful candidates will be announced on the website within 14 days of voting closure, and before the commencement of the annual conference.
  • 5-02-02. The Secretary shall be elected for a two-year term in odd-numbered years, and the Treasurer for a two-year term in even-numbered years. The Vice President shall be elected for a one-year term each year, and shall succeed to the office of President at the annual meeting of members each year or if the office of President becomes vacant.

Section 5-03 Vacancies
A vacancy in the office of Vice President, Secretary, or Treasurer shall be filled temporarily by the Board of Directors until the next annual meeting of members.

Section 5-04 President
The President shall be the principal executive officer of the Convention, presiding at all meetings of the members and the Board of Directors, and performing all duties incident to the office of President.

Section 5-05 Vice President
In the President’s absence or inability to act, the Vice President shall perform the duties of the President and shall succeed to the office of President at the annual meeting of members or if the office of President becomes vacant.

Section 5-06 Secretary
The Secretary shall keep minutes of all meetings, give notices as required by law, and maintain all records and correspondence of the Convention.

Section 5-07 Treasurer
The Treasurer shall have charge of all funds and financial records, ensuring proper handling and reporting of the Convention’s finances. The Treasurer shall be assisted by a Finance Committee.

Section 5-08 Assistant Treasurers and Assistant Secretaries
The Board of Directors may appoint Assistant Treasurers and Assistant Secretaries as deemed necessary.

Article VI: Committees

Committees
Committees may be appointed by resolution adopted by a majority of the directors present at a meeting where a quorum is present. The standing Committees shall include the Presidium, Executive, Scientific, Advocacy, Mentoring, Finance, and Membership.

Article VII: Dues

Section 7-01 Annual Dues
The Board of Directors may determine the amount of initiation fees, if any, and annual dues or assessments for the various classifications of members.

Section 7-02 Payment of Dues
Dues shall be payable in advance by the first day of September each fiscal year. Annual memberships shall run from September 1 to August 31 of the following year.

Section 7-03 Termination of Membership
Any member who does not pay dues by September 1 will have their membership inactivated. Reinstatement is possible upon payment of dues or at

the discretion of the Board.

Article VIII: Miscellaneous

Section 8-01 Instruments, Cheques, and Drafts
The President shall have the power to execute and deliver on behalf of the Convention any instruments requiring the signature of the Convention. All cheques, drafts, or other orders for payment of money shall be signed by the Treasurer and countersigned by one of two other designated persons.

Section 8-02 Deposits
All funds of the Convention shall be deposited to the credit of the Convention in such banks, trust companies, or other depositories as the Board of Directors may select.

Article IX: Amendments to the Bylaws

These bylaws may be amended subject to approval by a vote of two-thirds of votes cast at a meeting of the general membership. Proposed amendments shall be considered by the Board and circulated to members at least 1 calendar month prior to the annual business meeting.

November 2014