THE NATHAN A. COBB NEMATOLOGY FOUNDATION  

         BY-LAWS OF THE NATHAN A. COBB NEMATOLOGY FOUNDATION, INC.

A NON-PROFIT CORPORATION  INCORPORATED IN THE  STATE OF KANSAS, U.S.A.

ARTICLE ONE - ORGANIZATION

The name of this Organization shall be: The Nathan A. Cobb Nematology Foundation, a non-profit Florida U.S.A. Corporation.

The Foundation shall have a seal which shall be in the following form:

The Foundation may at its pleasure by a majority vote of the membership change its name at the annual meeting provided written notice of such change is mailed to members of record at least 60 days prior to the meetings.

ARTICLE TWO - PURPOSES

The purpose of this Foundation would be similar to those of scientific foundations and would include but is not limited to the following:

Provide grants to students for study, for travel and to participate in annual meetings of nematological and related societies.

Provide assistance to scientists to encourage creative thought and to assist in the early development of innovations in Nematology and their applications.

Provide grants to plan, develop, and conduct special workshops, courses and programs on topics of interest to nematological scientists and students throughout the world.

Provide grants to students and scientists to help defray costs of publications of nematological  interest.

Provide assistance for development and publication of books and other publications of nematological interest.

ARTICLE THREE - MEMBERSHIP

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.

All members shall be entitled to vote on issues and other wise have equal rights in the function of the Foundation.

ARTICLE FOUR - MEETING

The 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 the Foundation.

Special meetings of the Foundation or the Board of Directors may be called by the Chair when it is deemed in the best interest of the Foundation. Notices of such meeting shall be mailed to members at their addresses as they appear in the membership roll book at least 60 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called and the business to be transacted at such meeting and by who called. At the request of 3 members of the Board of Directors or 10 regular members, the Chair shall cause a special meeting to be called but such request must be made in writing to the Chair at least 75 days before the requested date. No other business but that specified in the notice may be transacted at such special meetings.

ARTICLE FIVE - VOTING

Votes 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 percent 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.

At 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 physically affixed in the mount book to the minutes of that meeting.

No Inspector of Election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE SIX - GENERAL ORDER OF BUSINESS

Reading of the minutes of the preceding meeting; Report of officers; Reports of committees; Old and unfinished business; New business; General good and welfare.

ARTICLE SEVEN - BOARD OF DIRECTORS

During 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.

The Secretary of the Society of Nematologists, Inc., a Maryland Corporation, shall conduct the election of those Directors who are not also members of the Executive Board of that Society. These elections shall be conducted concomitantly with elections 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.

The Board of Directors shall have full control and management of the affairs, funds and business of the Foundation. The Directors may expend interest moneys only, while expenditures of principal moneys can only be approved by a majority of the membership at the annual meeting. Such 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.

Meetings 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 preset 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 as appropriate.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies 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 m its discretion consider necessary for the best interests of the Foundation for this hearing.

ARTICLE EIGHT - OFFICERS

Beginning 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.

Members of the Executive Committee of The Society of Nematologist, Inc., a Maryland Corporation, shall be ineligible to serve as officers of the SON Foundation.

The 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.

The 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 organization.

The 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.

The Secretary shall keep the minutes and records of the Foundation in appropriate books, file any certificate required by any statute, federal or state, 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.

The 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 sigh 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 physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.

No 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.