ARTICLE I - Name

This organization shall be called the INTERNATIONAL ASSOCIATION FOR RESEARCH ON EPSTEIN-BARR VIRUS AND ASSOCIATED DISEASES, INC (alternatively the "EBV Society" or the "Association").

ARTICLE II - Purpose

Through regular meetings (International Symposia), the purpose of the EBV society will be to promote and stimulate the exchange of ideas, knowledge and research materials among research workers throughout the world who study the Epstein-Barr virus (EBV) and related diseases:

• by organizing and conducting an International Symposium on EBV research ("International Symposium") every two (2) years and workshops whenever necessary
• by encouraging cooperative activities between institutions, organizations and societies which have interests in common relating to basic and applied research on EBV and associated diseases.

Provided that the Association shall at all times be organized and operated exclusively for charitable, scientific, literary, or educational purposes as a qualified exempt organization described under Section 501(c) (3) of the Internal Revenue Code of 1986 and the regulations promulgated hereunder as they may now exist or as they may be hereafter amended, the Association shall have any and all lawful powers provided in Florida Statutes that are not in conflict with these articles.

ARTICLE III - Membership

Section 1. Regular Member

The term "Regular Member" shall mean any research worker

• who expresses in writing a desire to become a member of the Association
• whose membership is approved by the Secretary on the basis of such member's original contribution to the field and
• who has paid a necessary membership fee to the Society

Section 2. Supporting Member

The term "Supporting Member" shall mean any individual, organization, institution or commercial establishment contributing financially to the Association.

ARTICLE IV - Meetings and Voting

Section 1. Meetings

Regular meetings of the Association shall be held once every two (2) years at the time of the International Symposium.

Section 2. Voting Privileges

Only Regular Members of the Association shall be permitted to vote at Association meetings. Each Regular Member shall be entitled to one (1) vote in each matter properly submitted to the Regular Members for their vote, consent, waiver, release, or other action. A Regular Member may vote in person at a meeting or in writing.

ARTICLE V - Board of Directors: Governing Board

Section 1. Composition

The Board of Directors of the Association shall be called the Governing Board and shall be composed of at least eight (8) members and at most thirteen (13) members plus the Secretary. The Governing Board shall represent the different disciplines (basic research scientists to include clinicians, epidemiologists, pathologists, immunologists, virologists, biologists, environmentalists, pharmacologists, geneticists, and those of other disciplines as necessary). Ideally, different continents should be represented. Each member of the Governing Board must be a Regular Member.

Section 2. The Governing Board

At every bi-annual symposium, at least four (4) new members of the Governing Board are to be elected by the General Assembly of members. A member of the Governing Board can only be directly re-elected for one second 2-year period. The Governing Board makes decisions by vote of the members present at its meetings. For equal votes, the President's vote is decisive. At least half of the Board members including the Secretary and the President must be present for decisions regarding major financial matters of the Association, appointment of the Treasurer and of Honorary Members.

Section 3. Nomination and Election

Nominations for membership of the Governing Board shall be made by a Nominating Committee (see this Article, section 8) and from the floor by Regular Members present at a regular meeting of the EBV Society. Election of members of the Governing Board from among those nominated shall be by majority vote of the Regular Members present at a regular meeting of the EBV Society. Vacancies shall be filled by majority vote of the Governing Board to serve only until the next regular meeting of the Association.

Section 4. President and Vice President of the Association

The regular meeting shall elect a President of the Association for a term of two (2) years at a time. Any Regular Member of the Association may be elected President. Direct election of Members of the Governing Board who have acted as such for their full two terms (2+2 years) is also permitted. The President may be re-elected for a second, consecutive period. The President of the Association shall also act as Chairman of the Governing Board.

The regular meeting of the Association shall also elect a Vice President for a term of two (2) years at a time. Any Regular Member of the Association may be elected as the Vice President. Direct election of Members of the Governing Board who have acted as such for their full two terms (2+2 years) is also permitted. The Vice President may be re-elected for a second, consecutive period, after which direct re-election is not permitted. The President and Vice President shall be from different countries. The Vice President shall act as deputy in the absence of the President.

Section 5. Secretary

The Secretary will be nominated by the Governing Board and elected by the Assembly of the Regular Members at every bi-annual meeting. Re-election is permitted for two periods so a Secretary can be in office for a maximum of six (6) years. The Secretary shall report to the President with respect to the following principal duties:

• To direct and coordinate the administrative operations of the Association;
• To assist in the organization of the efforts in planning the programme and in handling the arrangements for the next International Symposium following his election; To oversee all publications;
• To aid in the solicitation of support for the EBV Society;
• To maintain current records of all official actions taken by the EBV Society, including taking the minutes of all meetings of the EBV Society and of the Governing Board and to have custody of and responsibility for all files, membership records, documents, minute books and official correspondence of the EBV Society
• To inform the Regular Members of the activities of the EBV Society and of their membership status.

Section 6. The Treasurer

The Treasurer will be appointed by the Board upon suggestion of the Secretary. He shall have no vote in the Governing Board unless he is also a member of the Governing Board. The Treasurer shall prepare and send the Association's financial report, three months prior to each bi-annual symposium, to the President and the Secretary of the Governing Board for approval of the Governing Board.

Section 7. Meetings

The Governing Board will meet at least once every year. The President may call a meeting of the Governing Board at other times as may be necessary.

Section 8. Nominating Committee

A Nominating Committee shall be elected at every regular meeting of the Association with the task of identifying candidates for the following elections at the next regular meeting:

• Election or re-election of the President and the Vice President of the Association, considering this Article V,section 4.
• Re-election and election of new members to the Governing Board
• Re-election and election of new members of the Nominating Committee.

Before suggesting new candidates for election or re-election, the Nominating Committee shall assure that these candidates are willing to accept their nomination. The Nominating Committee shall act to ensure the broad composition of the Governing Board, outlined in this Article, section 1.

The Nominating Committee shall consist of three Regular or Honorary Members. At least one new member of the Nominating Committee shall be elected at each Regular Meeting. The Nominating Committee is elected by majority vote by the Regular Meeting.

Section 9. Honorary Members

The Association may appoint Honorary Members. Honorary Membership should be provided with restriction and only to those with outstanding contributions to EBV research and/or to the Association. Honorary Membership can be decided by the Governing Board at one of its annual meetings. Honorary Members may not act as officers or members of the Governing Board.

ARTICLE VI - Committee Obligations; Programme Committee and Local Organizing Committee

It is the responsibility of the Governing Board to ensure that bi-annual International Meetings are organized. For this purpose the Governing Board may appoint an acting Programme Committee and a Local Organizing Committee. The Governing Board can delegate full or partial responsibility to these committees for organizing one International Meeting. The Governing Board will invite the Chairman of the Local Organizing Committees and the Programme Committees for the past and upcoming bi-annual symposium for discussion of meeting affairs. If needed, additional committees can be appointed for specific tasks by majority vote of the Governing Board.

ARTICLE VII - Finances

Section1. Funding

The EBV Society is a non-profit organization. No officer shall receive a salary; all services shall be rendered to the Association on a voluntary basis. The finances necessary to carry out the purpose of the EBV Society will be sought from contributions of interested individuals, associations, commercial enterprises, foundations, agencies of government and international organizations.

Section 2. No finances to Members

No part of the finances of the EBV Society shall be distributed to its members or officers or other private persons, except when related to business activities of the Society, such as when planning a Symposium or invited to attend a Symposium. It is in the interest of the EBV Society that, whenever possible, means are found to subsidize the participation of young researchers or students in the activities of the Association.

Section 3. Obligations of the Association

All obligations and bills of the Association in excess of Three Thousand Dollars ($3,000.00) shall be paid only upon authorization of any two (2) officers of the Governing Board.

Section 4. Membership Dues

Annual dues shall be charged to Regular Members in order to assist in defraying the expenses of the EBV Society. The amount of the bi-annual dues shall be at least Fifty Dollars ($50) and may be increased by the Governing Board whenever it becomes necessary. Students (persons enrolled in regular courses of study at recognized institutions of higher learning) will pay at least Twenty Dollars ($20) for every period of two (2) years. Those members who do not pay their dues will pay such higher participation fee for the next symposium as may be determined by the Governing Board. The additional fee may be handled like membership dues by the Treasurer. Any money left over from the previous symposium shall be applied to the EBV Society's budget to carry out the EBV Society's affairs. Honorary Members are released from the duty to pay Annual Dues.

Section 5. Contingency Fund

All interest received on amounts, either in a Savings Account or in a Checking Account, shall be transferred to a Contingency Fund and be used at the discretion of the Governing Board, only in the event of an emergency.

ARTICLE VIII - Fiscal Year

The fiscal year of the EBV Society shall begin on January 1.

ARTICLE IX - By-laws

These articles serve the purpose both of a Charter and, until such time as the Governing Board shall adopt a separate set of By-laws, as a set of By-Laws. By-Laws as such are not necessary at this time but may be adopted at such time as the Governing Board may determine.

ARTICLE X- Amendments

Section 1. Conditions of Amendments

Subject to the conditions that no amendment shall (i) be inconsistent with the primary purpose of the EBV Society as set forth in Article II hereof, and (ii) authorize the Governing Board to conduct the affairs of the EBV Society in any manner, or for any purpose which would cause the EBV Society to cease to be an "exempt organization" as that term is now in Section 501 (c) (3) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as now in force, this Constitution may be amended as hereafter provided in this Article.

Section 2. Amendment by Vote

This Constitution may be amended by a vote of the Regular Members present at a Regular Meeting of the EBV Society.

In order to be considered for approval at a Regular Meeting of the EBV Society, proposed amendments to this Constitution must first

• be endorsed by no less than twenty (20) Regular Members or by no less than three (3) members of the Governing Board
• and be submitted to the Secretary in writing at least sixty (60) days prior to the regular meeting of the EBV Society

Section 3. Amendment Procedure

This constitution may be amended at any time, except for six (6) months before a regular meeting, in accordance with the following procedure:

A copy of any amendment proposed according to this Article, section 2, shall be sent by the Secretary, by mail, within fifteen (15) days of receipt of such proposed amendment to each of the members of the Governing Board to solicit his or her recommendation as to the adoption of the proposed amendment. The Governing Board shall be considered to have recommended adoption of the amendment if two thirds (2/3) of the members of the Governing Board vote to make such recommendation in a written response to the Secretary by mail or in person.

If the proposed amendment is recommended for adoption by the Governing Board, a copy of the proposed amendment has to be made available to the Regular Members at least thirty (30) days before a Regular meeting, by announcement so that copies can be requested from the Secretary (this can be done in the meeting programme/invitation). Amendments should be available to the members present at the Regular Meeting and be read before voting. An amendment shall be adopted upon approval of a two-thirds (2/3) majority vote of the membership.

Alternatively, amendments can be processed by a mail ballot including all Regular Members, if proposed amendments have been discussed at the latest Regular Meeting.

ARTICLE XI - Dissolution

In the event of the dissolution of the EBV Society, or in the event that it shall cease to carry out the purpose of the EBV Society set forth in Article II hereof, all the assets of the EBV Society shall go to and be distributed to such charitable, non-profit organizations as may be selected by the Governing Board in order that the assets then owned by the EBV Society shall be devoted to such purpose set forth herein or as closely allied thereto as is possible, provided however that such selected organizations are organized, exist and are duly qualified under section 501 (c)(3) of the Internal Revenue Code of 1986, contributions to which are deductible. None of the assets of the EBV Society or the proceeds of any of the assets in the event of dissolution shall be distributed to members of the EBV Society, either for the reimbursement of any sums donated or contributed by such members, or for any other such purpose.