Constitution (as amended through 16 February 2018)

Article First: Name

The name of this corporation shall be the Association of Government Toxicologists, Inc. (AGT). It is hereinafter also referred to as the Corporation or the Association.

Article Second: Purpose

The purpose of the Association shall be to promote and facilitate the acquisition, exchange, and utilization of knowledge in human, animal, and environmental health and safety sciences, and associated regulatory science, among AGT members and the other sectors of society to improve the healthand safety of humans, animals, and the environment.

No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein-above set forth. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article Third: Membership

Section 1: There shall be three classes of membership: Full, Associate, and Honored.

Section 2: Full. AGT Full Member status shall be open to those persons who are employed by any United States Federal, State, or Local Government as a qualified scientist in any human, animal, or environmental health- or safety-related science position, or who were so employed at the time of their retirement or separation from government due to a reduction in force (RIF). Full membership scientific qualification shall be established by one or more of the following: (1) by virtue of having obtained a Ph.D. or equivalent in any relevant human, animal, or environmental health- or safety-related field and having worked for at least three years as a doctorate level scientist; or (2) by virtue of having obtained a bachelor’s or master’s degree or equivalent in any relevant human, animal, or environmental health- or safety-related field and having worked for at least five years as a scientist. Full membership status shall be subject to conditions set forth in the By-laws of AGT.

Section 3: Associate. AGT Associate Member status shall be open to those persons who are employed by a governmental entity as a contractor or by any non-governmental entity (e.g., university, industry, non-governmental organization (NGO), etc.) as a qualified scientist in any human, animal, or environmental health- or safety-related science position. Associate membership scientific qualification shall be established as defined under Article Third, Section 2 above, with the exception that duration of employment thresholds shall not apply. Once persons have been accepted by AGT as Associate members, they remain eligible to continue as Associate members regardless of their subsequent employment histories.

Section 4: Honored. Distinguished scientists who have made during their tenure in government significant contributions to the health or safety of humans, animals, or the environment, or who have made significant contributions to the advancement of knowledge in human, animal, or environmental health or safety shall be eligible for membership as Honored members, subject to conditions set forth in the By-laws.

Section 5: Voting. Each Full member of the Association described under Section 2 of the Article shall be entitled to vote (a) at any meeting and at any special meeting on all matters pertaining to the affairs of the Association which are duly presented for consideration at such meeting and (b) by surface or electronic mail ballot, for election of officers of the Association and such other officials as are, under the By-laws in force from time to time, to be elected by the members and (c) by surface or electronic mail ballot, on such other substantial matters as may from time to time pursuant to the By-laws be approved by action taken at any meeting.

Article Fourth: Amendments

Proposed changes in the Constitution shall be submitted in writing by a Full member of the Association to the Council. Upon approval by a majority vote of the Council, the Secretary shall send written notice of the proposed changes to all members of the Association. A two-thirds vote of the ballots cast shall be required for adoption; an opportunity for ballot by surface or electronic mail must be offered to all Full members on these matters.

Article Fifth: Duration and Dissolution

Section 1: The Association shall continue as a Corporation until a proposal for merger or dissolution shall be passed by a majority vote of Council and a two-thirds vote of the Full members of the Association. For purposes of notice requirements, such proposal shall be treated as an amendment to these Articles and shall comply with the provisions of Article Fourth hereof.

Section 2: The Association may, for whatever reason, merge with a similar organization, that organization having either like or compatible goals. The proposal for merger shall delineate the proposed goals as well as the Constitution and By-laws of the resulting merged organization. The proposal shall also detail a scheme for the disbursal of the assets of the Corporation after the Directors have paid or made provision for the payment of all just debts of the Association incurred prior to the merger.

Section 3: In the possible event of dissolution of the Corporation, the Directors of the Corporation shall, after paying or making provision for the payment of all just debts, disburse all of the assets of the Corporation to another non-profit organization or organizations having interests similar to the purposes of the Corporation, or to such organization or organizations operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Directors of the Corporation shall determine. Failing action by the Directors of the Corporation, any such assets shall be disposed of by the Court of Competent Jurisdiction of the county or district in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes as stated above.



By-laws (as amended through 16 February 2018)

Article First: Officers

Section 1: The officers of the Association shall consist of a President, a President Elect, a Secretary, and a Treasurer, who collectively shall also serve as the directors of the Corporation, and other such officers as the Association may establish or abolish by amendment to the By-laws.

Section 2: The President Elect shall be elected for a total of three years of service. During the first year the President Elect shall function as the President in the absence of the President, shall serve as Chair of the Program Committee, and shall fulfill other responsibilities as assigned by the President. At the beginning of the second year, the President Elect becomes the President and serves one year as President in the manner prescribed by the Constitution and By-laws. The President shall call and preside at meetings of the Association. At the beginning of the third year, the President becomes the Past President and serves as a member of the Council.

Section 3: The Secretary shall be elected for a term of two years. The Secretary shall have custody of the records of the Association, shall keep minutes of the meetings, and shall ensure that members are notified of all meetings.

Section 4: The Treasurer shall be elected for a term of two years. The Treasurer shall manage the finances of the Association and shall ensure that annual dues notices are sent to all dues paying members.

Section 5: There shall be a Council of the Association consisting of nine persons, four to be elected by a plurality vote of the ballots cast for a term of two years (two elected in alternating years). The five additional members of the Council shall consist of the President, the President Elect, the Secretary, the Treasurer (these four officers being the Directors of the Corporation itself), and the Past President. The general management of the affairs of the Association shall be vested in the Council.

Section 6: In addition to its other powers, the Council may employ such persons, including an Executive Secretary, as the Council deems necessary upon such terms and at such salary as the Council shall determine. Officers and committee members may, with approval from Council, delegate duties and responsibilities to the Executive Secretary, notwithstanding that such duties or responsibilities may under the By-laws be assigned to the delegating officer or committee member. Such delegating instrument shall, irrespective of any other terms contained therein, terminate immediately either upon revocation thereof by the delegating officer or committee member or upon withdrawal by Council of its approval.

Section 7: Nomination of Council members will transpire at the first meeting of each year. Voting for Council members to be elected in any year shall be by surface or electronic mail ballot following the first meeting of the year. A plurality of votes cast is required for election. Ties will be resolved by majority vote of Council.

Section 8: Results of the election shall be announced at the general meeting following tabulation of election results. Newly elected Council members shall begin their terms of office on 1 July of the year of their election.

Section 9: Only Full members of the Association shall be eligible for election as Council members.

Section 10: In the event any Council member elected under the provisions of Article First shall become ineligible or unable, whether by reason of cessation of Government employment, health, incapacity, or otherwise, to perform the normal duties of his or her Council seat, the remaining Council may, by majority vote, designate another Full member of the Association to exercise the duty and responsibility of such Council seat until the next election for said office.

Article Second: Membership

Section 1: Anyone may apply for membership in the Association at any time. The names of the candidates, plus documentation which confirms their employment status and qualifications in human, animal, or environmental health or safety science shall be submitted to a Membership committee, as appointed by Council. The Membership committee will review all candidates and make appropriate recommendations on each application. Full membership is contingent upon current employment by any U.S. Federal, State, or Local government and/or retirement therefrom. A person who is not currently employed by or retired from a U.S. Federal, State, or Local government but is otherwise qualified for membership will be considered for Associate membership. Full membership is automatically converted to Associate membership when a Full member accepts employment outside of Government and Associate membership is automatically converted to Full membership when an Associate member accepts employment in Government. Once a person has been accepted by AGT as an Associate member, she/he remains eligible to continue as an Associate member regardless of his/her subsequent employment history.

Section 2: The names and affiliations of the candidates and recommendations by the Chair of the Membership committee shall be submitted to the members of the Council. Approval of a candidate for membership shall require a majority vote of Council. Candidates approved shall be notified by the Membership committee Chair and shall, henceforth, be considered members. Names of newly approved members shall be announced at the next general meeting following their approval for membership. New members are to be first billed for dues when general membership dues are called at the end of the calendar year for the next fiscal year beginning January 1.

Section 3: Those persons becoming members of the Association during the first year shall be designated "Charter" members, but such designation shall in no way affect the division of membership into any class, or the rights pertaining thereto.

Section 4: After due consideration and in recognition of special Government service, as described in Article Third, Section 4 of the Constitution, the Council may, by majority vote, from time to time grant Honored membership to selected individuals. Honored members may be Full or Associate members of the Association and shall be nominated by three (3) Full members of the Association.

Section 5: The Council may for cause, by unanimous vote and after a hearing, recommend to the Association the expulsion of a member, which recommendation shall be sent to all members of the Association at least four weeks prior to the meeting at which it is to be acted upon. A vote of four-fifths of the Full members present at such meeting shall be required for expulsion.

Article Third: Conduct of Meetings

Section 1: There shall be at least five meetings each calendar year unless exempted by a majority vote of Council.

Section 2: The Council shall meet regularly at a time and in a manner as agreed to by Council to conduct such business as is set forth in the Constitution and By-laws. Five members of the Council shall constitute a quorum for this meeting. Minutes of the Council meeting shall become a part of the official record of the Association.

Section 3: Twenty percent of the Full membership shall constitute a quorum for the transaction of business at any meeting of the Association.

Section 4: The rules contained in Robert's Rules of Order, 11^th Edition, or any subsequent revisions shall govern the conduct of the business meeting of the Association, except where they may be inconsistent with the Constitution and By-laws.

Section 5: If at any meeting of the members of the Association duly called and held and a quorum being present, the members shall, following discussion of any matter properly presented for action and on motion duly made and seconded, vote to resolve the matter by a yes or no vote, the Secretary shall within 30 days thereafter prepare and send to every member a notice of the action taken at such meeting, together with a brief explanation of the issue.

Article Fourth: Standing Committees

Section 1: Program Committee. There shall be a Program committee consisting of all members of Council. The President Elect shall serve as Chair of the committee. The terms of membership on the committee and of the committee Chair shall coincide with the terms in office of each Council member as stipulated under Article First. The Program committee shall be responsible for planning and organizing the scientific program for the Association’s general meetings.

Section 2: Membership Committee. There shall be a Membership committee consisting of Full members of the Association. Council shall appoint a Chair of the committee and additional members at its discretion. The terms of membership on the committee and of the committee Chair shall be determined by Council. The Membership committee shall review the qualifications of the candidates for membership and shall report its recommendations to the Council.

Section 3: Finance Committee. There shall be a Finance committee consisting of the Treasurer as Chairman, and other members of Council appointed by the President on an as-needed basis. The Finance committee shall keep under continuous review the financial status of the Association and the Treasurer shall report at each Council meeting. At least one month prior to the first meeting of each calendar year, the Finance committee shall prepare for presentation at that meeting a financial statement which summarizes the financial operations of the Association for the fiscal year immediately preceding and which includes income and expenses in detail and a balance sheet. Recommendations respecting financial operations or actions may be made by the Treasurer at Council meetings or included with the end-of-year financial statement.

Section 4: Webmaster. A Webmaster shall be appointed who shall provide for the timely transmission to the membership of information relevant to the Association. This shall include the following type of information as appropriate: 1) Notice of upcoming AGT meetings, including an agenda as well as registration, accommodations and travel information; 2) Association membership application information; 3) A list of the names of all Association officers, Councilors and chairs of committees; 4) A brief message from the President of the Association; and 5) Such other information that, in the opinion of the Webmaster/Editor, would be of interest to the members of the Association. This information shall be made available on an Internet Website, with notification of the membership of important updates via e-mail as appropriate.

Section 5: Nominating Committee. There shall be a Nominating committee consisting of three previous Presidents of the Association who are Full members, with the Immediate Past President as Chair. Prior to the first meeting of the calendar year, the Nominating committee shall select nominees for election to positions on the Council whose incumbents' terms will expire that year. Nominees shall have demonstrated interest in the Association by, among other things, their attendance of Association meetings and payment of dues, and shall have agreed to serve and attend meetings of the Council if elected. The Nominating committee shall report the nominees it has selected at the first meeting of the year and those names shall be placed on the ballot mailed by surface or electronic means to the membership. At the first meeting of the year, additional nominees may be placed on the ballot by majority vote of the Full members attending.

Section 6: Other Committees. The President and Council or either of them may appoint such ad hoc, special or other committees as may be deemed as necessary.

Section 7: Only Full members of the Association shall be eligible for appointment to a standing committee.

Section 8: In the event any committee member appointed under the provisions of Article Fourth shall become ineligible or unable, whether by reason of cessation of Government employment, health, incapacity, or otherwise, to perform the normal duties of his or her committee, the Council may, by majority vote, designate another Full member of the Association to exercise the duty and responsibility of such committee for the duration of the term of appointment.

Article Fifth: Dues

Section 1: Full and Associate members shall pay such annual dues for the support of the Association as may be determined by the Council.

Section 2: Association members may elect, upon payment of an amount determined by Council, to become Lifetime members. Lifetime membership shall continue membership in the Association (at the Full or Associate level, as appropriate) without further payment of annual dues for the remainder of the lifetime of the members choosing this option.

Section 3: Members who have retired from full time employment because of age or disability may elect to apply to Council for "retired status." Members accorded "retired status" shall retain all privileges of membership class held at the time of election to retired status but shall only be assessed dues equal to a fraction of the dues charged other Full and Associate members, to be defined by Council.

Section 4: Honored members shall not be required to pay dues.

Section 5: Dues are payable upon receipt of dues notice and shall be paid by the end of the first quarter of the fiscal year. The fiscal year shall begin on January 1, and end with the last day of December each year.

Section 6: Failure to pay dues within one year from the date such dues are payable under Section 5 of the Article may result in forfeiture of membership, as determined by a majority vote of Council.

Article Sixth: Amendments

Section 1: Proposed changes in the By-laws shall be submitted in writing by a Full member to the Council. Upon approval by a majority of Council, the Secretary shall notify the members at least one month in advance of the meeting at which a vote of any proposed changes shall take place. Alternatively, Council may elect by majority vote to submit proposed amendments to Full members for balloting by surface or electronic mail. A two-thirds vote of the Full members voting shall be required for adoption.