THE NATHAN A. COBB NEMATOLOGY FOUNDATION
THE NATHAN A. COBB NEMATOLOGY FOUNDATION, INC.
ONE - ORGANIZATION
name of this Organization shall be: The Nathan A. Cobb Nematology
Foundation, a non-profit Florida U.S.A. Corporation. For brevity, the organization may be less formally referred to as the N.A. Cobb Foundation or the Cobb Foundation.
Foundation may at its pleasure by a majority vote of the membership
change its name at the annual meeting provided written notification is sent to members of record at least 60 days prior to
TWO - PURPOSES
purpose of this Foundation will be similar to that of other scientific
foundations and will include but is not limited to the following:
grants to students for study, for travel, and to participate in
annual meetings of nematological and related societies.
assistance to scientists to encourage creative thought and to assist
in the early development of innovations in Nematology and their
grants to plan, develop, and conduct special workshops, courses and
programs on topics of interest to nematological scientists and
students throughout the world.
grants to students and scientists to help defray costs of
publications of nematological interest.
assistance for development and publication of books and other
publications of nematological interest.
THREE - MEMBERSHIP
in this Foundation shall be automatic to all who are Regular,
Student, Emeritus or honorary members of the Society of
Nematologists, Inc., a Maryland Corporation, and/or designated
representatives of entities making contributions to the Foundation
as prescribed from time to time by the Board of Directors.
members shall be entitled to vote on issues and otherwise have
equal rights in the function of the Foundation.
FOUR - MEETING
annual membership meeting of this Foundation shall be held in
conjunction with the annual, general business meeting of the Society
of Nematologists, a non-profit Maryland Corporation. Those members
present at the annual meeting shall constitute a quorum to transact
business of the Foundation. At the meeting, members shall have the
opportunity to discuss and vote on matters pertinent to affairs of
Between annual meetings, the Board of Directors must carry out the necessary functions of the Cobb Foundation. Such business may be conducted via electronic mail or other methods deemed acceptable by the Board of Directors. The Secretary of the Cobb Foundation will record the minutes of such meetings and provide an annual summary to the membership.
FIVE - VOTING
taken by the Board of Directors and the membership may be by voice
or secret ballot. Secret ballots will be taken if upon voice vote 20% of members present request such vote. At any annual, regular
or special meeting if a quorum is present as outlined elsewhere, any
question may be voted upon in the manner and style provided above.
all votes by secret ballot, the Chair of such meeting shall appoint
a committee of three who shall act as Inspectors of Election and who
shall at the conclusion of such balloting certify to the Chair the
results and provide a written certified copy which shall be included in the minutes of that meeting.
Inspector of Election shall be a candidate for office or shall be
personally interested in the question voted upon.
SIX - GENERAL ORDER OF BUSINESS
of the minutes of the preceding meeting; Report of officers; Reports
of committees; Old and unfinished business; New business; General
good and welfare.
SEVEN - BOARD OF DIRECTORS
its first year of existence, the business of this Foundation shall
be managed by the Executive Board of the society of Nematologists,
Inc., a Maryland Corporation. Thereafter, the business of this
Foundation shall be managed by a Board of Directors consisting of
eight members. Four Directors shall be directly elected by the
membership and the remaining four Directors shall be officers
(President, President-elect, Secretary and Treasurer) of the Society
of Nematologists, Inc., a Maryland Corporation.
Secretary of the Cobb Foundation shall conduct the election of those Directors who are
not also elected members of the Executive Board of the Society of Nematologists. These
elections shall be conducted concomitantly with election of
officers of the Society of Nematologists, Inc., a Maryland
Corporation and shall follow the procedures described in Section 2,
Article II-A of the by-laws of that Society.
Board of Directors shall have full control and management of the
affairs, funds and business of the Foundation. The Directors may
expend only interest moneys, dividends, and capital gains. Donations will automatically be considered principal money except when donations to the Foundation are made that expressly direct the donation to be disbursed rather than invested. Investment losses shall not be construed as expenditures of principal moneys. Expenditures of principal moneys can only be approved by a majority of the membership at the annual meeting. The Board of Directors shall only act in the name of the
Foundation when it shall be regularly convened by its Chair after
due notice to all the Directors of such meeting.
of the Board of Directors shall be held during the annual meeting of
the Society of Nematologists, Inc., a non- profit Maryland
Corporation. Those Directors present shall constitute a quorum. Each
Director shall have one vote and voting may not be done by proxy.
Voting on specific issues, however, may be conducted by mail ballot
Board of Directors may make such rules and regulations covering its
meetings as it may in its discretion determine necessary.
in the Board of Directors shall be filled by a vote of the majority
of the remaining members of the Board of Directors for the balance
of the remaining term.
A Director may be removed by two-thirds majority of the Board of Directors when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director shall have the right to be represented by counsel upon any removal hearing. Upon a simple majority vote, the Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the Foundation for this hearing.
EIGHT - OFFICERS
with its second year of existence, the officers of the Foundation
shall be as follows: Chair, Vice-Chair, Secretary and Treasurer. The
Chair of the Foundation by virtue of the office shall be Chair of
the Board of Directors. Similarly, the Vice-Chair, Secretary and
Treasurer of the Foundation by virtue of their office shall be the
same officers for the Board of Directors. Officers shall be directly
elected by the membership.
of the Executive Committee of The Society of Nematologist, Inc., a
Maryland Corporation, shall be ineligible to serve as officers of
the SON Foundation.
Chair and Vice-Chair of the first elected Board of Directors shall
serve for a term of 4 years and the Treasurer and Secretary shall
serve for a term of 3 years. Thereafter, all of these 4 directors
shall be elected to serve for a term of 3 years.
Chair shall preside at all membership and Director meetings and
present at each annual meeting of the Foundation an annual report
of the work of the Foundation, appoint all committees, temporary or
permanent, see that all books, reports and certificates as required
by law are properly kept or filed; be one of the officers who may
sign checks or drafts of the Foundation, and have such powers as may
be reasonably construed as belonging to the Chief Executive of any
Vice - Chair shall in the event of the absence or inability of the
Chair to exercise his or her office become Acting Chair of the
Foundation with all the rights, privileges and powers as if he or
she had been the duly elected Chair for the remaining term of the
Chair, as applicable.
Secretary shall keep the minutes and records of the Foundation, give and serve all notices to members of the
Foundation, be the official custodian of the records and seal of the
Foundation, present to the membership at any meetings any
communication addressed to the Secretary of the Foundation, submit
to the Broad of Directors any communications which shall be
addressed to the Secretary of the Foundation, attend to all
correspondence of the Foundation and exercise all duties incident to
the office of Secretary.
Treasurer shall have the care and custody of all moneys belonging to
the Foundation, be solely responsible for such moneys or securities
of the Foundation and be one of the officers who shall sign checks
or drafts of the Foundation. No special fund may be set aside that
shall make it unnecessary for the Treasurer to sign the checks
issued upon it. The Treasurer shall render at the annual meeting and
at other stated periods as the board of Directors shall determine, a
written account of the finances of the foundation and such report
shall be included in the minutes of the Board of Directors of such meeting. The Treasurer shall exercise all duties incident to the office
officer or Director shall for reason of the office be entitled to
receive any compensation other that expenses, but nothing herein
shall be construed to prevent an Officer or Director from receiving
any compensation from the Foundation for duties other than as a
Director or officer.
officers-elect shall assume the duties of the office at the end of the
annual meeting of the Foundation.
NINE - SALARIES
Board of Directors shall hire and fix the compensation of any and all
employees which they in their discretion may determine to be necessary
in the conduct of the business of the Foundation.
TEN - COMMITTEES
The Board of Directors can create or disband committees as they deem necessary.
ELEVEN - AMENDMENTS
By-Laws may be altered, amended, repealed or added to by an
affirmative vote of not less than 51% of the regular members present
at the annual meeting provided written notice is mailed to such
members no less that 60 days prior to the meeting.
TWELVE - DISSOLUTION
the event that this Foundation is dissolved for any reason, all assets
remaining after payment of debts shall be distributed for exclusively
educational and scientific purposes as recommended by the Board of
12/04/2013 contact Dr. Larry Duncan