MENATOX Bylaws (Last Updated May 15, 2025)

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ARTICLE 1. NAME & OFFICES

 

1.1 The organisation is named Middle East and North Africa Clinical Toxicology Association, Inc. (herein after referred to as MENATOX or Association). MENATOX is incorporated in the State of Massachusetts, United States of America. This organization has received a Federal Tax Exempt Status on May 9, 2018. It has become a 501(c)(3) Non Profit Corporation.

 

1.2 The headquarters of MENATOX will be virtual.

 

ARTICLE 2. AIMS & OBJECTIVES

 

2.1 MENATOX shall be a not-for-profit professional organisation dedicated to the care of the poisoned patient in the countries belonging to the WHO Eastern Mediterranean Region plus Algeria and Turkiye. No part of the net earnings or the principal of this corporation shall be used to the benefit of any private shareholder or individual and no substantial part of the activities of such corporation, including grant or other fund recipients, shall be used to promote a political, religious, or business interest.

 

2.2 The purpose of the Association shall be the mitigation of problems related to all forms of toxicologic exposures. MENATOX will engage in interdisciplinary research, education, prevention and treatment of poisonings from chemicals, drugs of abuse, pharmaceutical agents, ionizing radiation, venomous animals, toxic plants, and other toxicants in humans. MENATOX will also engage in the fields of environmental and occupational health as well as emergency preparedness:

1. Foster a better understanding of the principles and practice of clinical toxicology in order to prevent poisoning and to promote better care for the poisoned patient, particularly through poison information and treatment centres;

2. Unite individuals whose professional activities are concerned with clinical toxicology whether in a poison centre, academic institution, health care facility or in government or industry;

3. Encourage basic and clinical research in all aspects of toxicology;

4. Facilitate the collection, exchange, and dissemination of relevant information among individual members, poison centres and organisations interested in clinical toxicology;

5. Promote training in and set standards for the practice of clinical toxicology and encourage high standards in poison centres and in the management of poisoned patients generally;

6. Collaborate with international organizations including the World Health Organisation, Medical Specialty Organizations, Public Health Agencies,  National Regulatory Agencies, and international clinical toxicology associations. 

 

1. Accept and administer restricted and unrestricted donations and grants in the form of funds, moveable or fixed property without restriction as to amount or value and to use the same for furthering the aims and objectives of the Association.

 

ARTICLE 3. MEMBERSHIP

 

3.1 The Association shall consist of Voting Members, Associate Members, International Members, and Emeritus Members. Additionally, the status of Fellow of MENATOX will be granted to voting or emeritus members upon fulfilling the stated requirements.

 

3.2 Voting Members are individuals who have successfully completed the necessary degrees or training programs in their field of medicine, pharmacy, nursing or other health professions and who are actively engaged in the practice of clinical toxicology. Applicants shall become Voting Members upon submitting a written application to the MENATOX Membership Committee and meeting the criteria for membership set by the Board, including the payment of such dues as may be established by the Board from time to time. Voting Members are eligible to receive all membership benefits as defined by the Board, attend the MENATOX Business Meeting, vote in elections, and be eligible to hold office in the Association.

 

3.4 Associate Members are individuals who are enrolled in degree or training programs in their field of medicine, pharmacy, nursing or other health professions. These trainees and students will be eligible to receive all membership benefits as defined by the Board except the right to vote in elections or hold office in the Association.

 

3.5 International Members are individuals who seek membership from beyond the Eastern Mediterranean Region, Algeria, and Turkiye. International applicants must be clinical toxicology practitioners in their respective nations and exhibit an interest in the field. Applicants shall become members upon submitting a written application to the MENATOX Membership Committee and meeting the criteria for membership set by the Board. International Members will be eligible to receive all membership benefits as defined by the Board except the right to vote in elections or hold office in the Association.

 

3.6 Emeritus Members are retired distinguished members of the clinical toxicology community who have made a significant contribution to advancing the research, education or practice of the field in the region. These members will be invited by the MENATOX Board of Directors to join the Association and will have access to all membership benefits as defined by the Board except the right to vote in elections or hold office in the Association.

 

3.7 Fellows are voting, international, or emeritus members who have fulfilled specific requirements of achievement set by the Board. These include major contributions to the field of clinical toxicology and to the Association. Candidates will either be invited by the Board or apply on their own volition for the designation of “Fellow of the Middle East & North Africa Clinical Toxicology Association”.  A member whose selection has been denied may submit a formal appeal in writing to the Board.

 

3.8 Term of membership will be limited by death, resignation or removal or disqualification for membership.

 

3.9 Annual dues will be required of all members of the Association with the exception of those specifically exempted by the Board. A two-tiered membership dues structure will be adopted using The World Bank’s stratification for income levels. The amount of dues is to be set annually by the Board. Such dues shall be used for the general purposes of the corporation. Any member whose dues for the current year are unpaid and who has made no response to a second notice will be considered delinquent and his or her membership in the Association shall be terminated in accordance with such policies as the Board may adopt from time to time.

 

 

 

ARTICLE 4. GOVERNANCE

 

4.1 The Association shall be governed by a nine-member Board of Directors composed of four Officers, namely, President, President-Elect, Secretary, Treasurer, and five Board Members. Except as otherwise provided in this Article, each Officer and each Board Member shall serve until the third Annual Meeting following his or her election and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Additionally, a Past-President position will be maintained to advise the Board as described in Section 4.12. Members of the Board may be removed from office at the Annual Meeting by decision of a two-thirds majority of Voting Members present at such meeting. Duties as members of the Board shall be unpaid.

 

4.2 The Executive Committee shall consist of the Officers of the Association: President, President-Elect, Secretary, and Treasurer. This Committee will have the power to act in lieu of the full Board between meetings. Such actions will require a majority vote of the Executive Committee and be subject to review by the Board at its next meeting.

 

4.3 The Board of Directors shall have the following responsibilities:

1. Manage and administer the Association;

2. Hire personnel and material if needed for the administration of the Association's activities;

3. Meet not less than twice a year, via virtual or in person conferences, and draw up its rules of procedure. The Secretary provides the agenda and invitations at least one week before the Board meeting. Its resolutions shall be adopted by a majority of its members present. The President shall have a casting vote;

4. All documents binding on the Association shall, save where special powers are conferred, be signed by two members of the Board, one of whom must be the President and the other either the Secretary or the Treasurer;

5. Hold the power to make and amend rules for its own procedures and shall keep records of such rules;

6. Have the power to authorize the expenditure of money for the conduct of its business, including the administration of philanthropic funds entrusted to the Association in concert with its purpose;

7. Adopt, before each fiscal year (1 January through 31 December), a budget for the operations of the Association for the ensuing year;

8. Authorize the waiving of dues of individual Members under exceptional circumstances involving hardship;

9. Have the power to confer with such other organisations as it deems fit in order to plan for cooperating committees or otherwise to develop relationships with organisations;

10. Take all necessary steps to carry out any program determined by vote of the General Assembly and not otherwise provided for;

11. Legal proceedings, whether as plaintiff or defendant, shall be attended on behalf of the Association by the President, or by other persons authorized by the Board.

 

4.4 If a vacancy occurs in the Board of Directors it shall be filled at the next general election of the Association for the remainder of the term vacated.

 

4.5 The President will serve as Chair of the Board. The President-Elect shall assume the office of President immediately following the third Annual Meeting at which he or she was elected as President-Elect, and shall continue as President until the third Annual Meeting thereafter and until his or her successor is elected and qualified. He/she will be allowed up to two consecutive terms in this position. His/her responsibilities include:

1. Preside over all meetings of the membership, of the Board of Directors, and of the Executive Committee;

2. Perform such other duties from time to time as may be required by the Board of Directors;

3. Possess general authority to execute Bonds, Deeds and Contracts in the name of the Association;

4. Appoint members of committees authorized by the Association;

5. Hold authority to require committee reports in person or in writing at meetings of the Board of Directors;

6. Have power to appoint any additional committees deemed necessary to carry out the purposes and business of the Association, in accordance with the Certificate of Incorporation and Bylaws and actions taken by the Association.

 

4.6 If the Office of President is vacated, the President-Elect shall automatically and immediately assume the Office of President. The President-Elect in such circumstances will finish the term assumed due to vacancy of the office and will also fulfil the entire term for which he or she was elected.

 

4.7 The President-Elect shall be elected by the Voting Members at the Annual Meeting and shall serve as President-Elect until he or she assumes the office of President as set forth in Sections 4.5 or 4.6. The President-Elect shall serve as Chair in the absence of the President. The President-Elect shall be a member of the Executive Committee.

 

4.8 If the Office of President-Elect is vacated, the Executive Committee will, within 30 days, prepare a slate of candidates that will be placed on the ballot at a special election of the Association.

 

4.9 The Treasurer shall serve until the third Annual Meeting following his or her election and until his or her successor is elected and qualified and be eligible for re-election for this post. The Treasurer’s responsibilities include:

1. Receive and manage all funds due to the Association;

2. Disburse such sums as are necessary to meet lawful indebtedness incurred and authorized by vote of the Association or by the Board;

3. Possess the authority to sign contracts and other instruments entered into by the Association;

4. Be responsible on behalf of the Association for all funds and securities of any type and deposit the same in the name of the Association in such bank or banks as the Board may direct;

5. Be bonded at the discretion of the Board for an amount determined by the Board;

6. Invest and reinvest surplus funds, subject to the order and direction of the Board;

7. Be an ex-officio member of the Development Committee;

8. Prepare a budget with the advice of the Development Committee for each year's activities for the approval of the Board;

9. Arrange to have the Association’s accounts reviewed by certified public accountants at least every 2 years and with each change of Treasurer;

10. Render to the Association annually an accurate account of all sums received and disbursed during the preceding fiscal year, of all sums and funds that are not expended, of the budget for the current fiscal year, and of the report of the review made of the Association’s accounts;

11. Perform such other duties as are incident to the office or as may be properly required by actions of the Association or of the Board at duly constituted meetings.

12. Execute certain administrative duties through a business office that is duly authorized by the Board of Directors. The Treasurer retains responsibility for the proper conduct of such duties.

 

4.10 The Secretary shall serve until the third Annual Meeting following his or her election and until his or her successor is elected and qualified and be eligible for re-election for this post. The Secretary shall:

1. Keep records of all duly noticed meetings of the Association and of all Board meetings and make a report thereon;

2. Maintain records of business transactions of the Association and Board meetings

3. Conduct and be responsible for the official correspondence and communication of the Association and of the Board;

4. Maintain the Membership roster;

5. Have custody of all property of the Association and hold the same subject to the order and direction of the Association or of the Board;

6. Have authority to sign contracts and other instruments entered into by the Association;

7. Perform such other duties as are incident to the office or as may be properly required by actions of the Association or of the Board at duly constituted meetings.

8. Execute certain administrative duties through a business office that is duly authorized by the Board of Directors. The Secretary retains responsibility for the proper conduct of such duties.

 

4.11 If the Office of Secretary or Treasurer is vacated, a majority of the Board of Directors shall elect any of the Board Members to finish the term of office. The office will be filled for the succeeding term at the next Annual Meeting of the Association following the expiration of such term.

 

4.12 The Past-President will serve as advisor and consultant to the Board for the period beginning with the conclusion of his/her presidency and ending at the closing of the current President’s term in office. The Past-President will not have decision-making privileges within the Board but will have equal privileges to Voting Members.

 

 

ARTICLE 5. MEETINGS OF THE MEMBERS

 

5.1 The MENATOX Annual Meeting shall be held at the time and place designated by the Board of Directors.

 

5.2 Special meetings of the general membership may be called by any member of the Executive Committee or by a minimum of 10% of the membership. They shall call such a special meeting at a time and place that must be designated at least 30 days in advance. 

 

5.3 It shall be reasonable and sufficient notice to send notice by electronic mail at least forty-eight hours, before the meeting to all Voting Members in good standing with the Association. Notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these Bylaws, or unless there is to be considered at the meeting (i) amendments to the Articles of Organization or these Bylaws (as adopted by the directors or otherwise), or (ii) election or removal of one or more directors. 

 

Whenever notice of a meeting is required, such notice need not be given to a member if a written waiver of notice executed by the member before or after the meeting is filed with the records of the meeting, or to any member who attends the meeting of the members without protesting prior thereto or at its commencement the lack of notice to the member. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

 

5.4 A quorum at any meeting of the members shall consist of such a number of Voting Members as attend any meeting of the members.

 

5.5 The vote of the simple majority of Voting Members present or voting by proxy shall decide any question brought before such meeting unless the question is one upon which, by express provision of the statutes or the Articles of Organization or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

 

 

 

5.7 Voting Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

 

5.8 The Board may authorize any Annual Meeting or special meeting of the members to be held (i) in-person at a physical location, (ii) by using remote communication, or (iii) by a hybrid model with both a physical location and by using remote communication. Voting Members not physically present at a meeting may participate in the meeting by remote communication and are considered to be present and authorized to vote at the meeting.

Whenever a remote or hybrid meeting is authorized by the Board, the Association shall use reasonable methods to:

 

• Verify that each person considered to be present and authorized to vote at the meeting by remote communication is a Voting Member;

 

• Provide all Voting Members a reasonable opportunity to participate in the meeting and vote on matters at the meeting, including an opportunity to read or hear the proceedings at about the same time that they’re happening; and

 

• Maintain a written record of any vote or other action that any Voting Member takes at a meeting by remote communication.

 

The Board may adopt guidelines or procedures for the conduct of remote and/or hybrid meetings of the members.

 

 

ARTICLE 6. COMMITTEES

 

6.1 MENATOX will form committees and task forces to conduct its business and accompish its objectives.

 

6.2 After discussion with other members of the Board and subject to the approval of the Board as a whole, the President shall have the power to make appointments to the committees, provided that any committee to which the powers of the Directors are delegated shall consist solely of Directors. The Board shall have the power to discharge or replace Standing Committees. All Committees shall report to the Board through the President.

 

6.3 The President shall establish such ad-hoc Committees as he/she or the Board deem necessary for the purpose of carrying out specific projects. The term of such Committees is continuous until the function has been performed or until the Committee is otherwise discharged by the President or Board.

 

6.4 As necessary and subject to the approval of the Board, the President shall appoint Liaison Committees or representatives for the purpose of establishing and maintaining rapport with other organisations.

 

 

ARTICLE 7. ELECTION OF GOVERNING BODY

 

7.1 Before the end of each 3-year governance cycle the President and President Elect shall solicit nominations for the available board of director positions and review their candidate packages. After review, the Board of Directors, will nominate one or more candidates for up to eight Board positions to be filled at the next election. The nominees will be presented to the Board of Directors for approval. Additional nominations may be made from the floor during the Annual Meeting of the Association.

 

7.2 The election for Officers and Board Members of the Association shall be by secret ballot and may be conducted as a virtual meeting.

 

7.3 The Secretary shall distribute ballots for election of officers and Board Members at least ten days before the Annual Meeting.

 

7.4 Ballots shall be preserved for 30 days after the Annual Meeting. The Executive Committee shall oversee the integrity of the ballot.

 

7.5 In the event of a tie, the election will be decided by a majority vote of the Board of Directors.

 

7.6 All Officers and Board Members of the Association, regardless of the term for which elected, shall hold office until their successors are qualified and elected after the conditions of Article 4 are met. Installation of newly elected Officers and Board Members and assumption of duties shall normally occur at the conclusion of the first Annual Meeting following their election.

 

 

ARTICLE 8. AMENDMENTS

 

8.1 Bylaws amendments may be called for by the Board or Voting Members and modified by a two-thirds vote of the quorum of members entitled to vote, present in person or online at any meeting of the Association; notice of proposed amendment must be delivered by mail or electronic means to the members entitled to vote at least fifteen (15) days before the date set for the meeting. 

 

8.2 In most instances amendments to the Articles of Incorporation or Bylaws should be initiated by the Executive Committee; however, any amendment may be proposed by a written petition of 20% of the membership eligible to vote, which should be transmitted to the Secretary and a copy to the President at least 120 days before the meeting.

 

ARTICLE 9. DISSOLUTION
 

9.1 Any demand for dissolving the Association must be supported in writing by at least three quarters of all of the members of the Association.

 

9.2 In the event of dissolution, the Board shall designate one or more liquidators to be responsible for liquidating the property of the Association. The Board shall likewise designate a non-profit making scientific organisation to which the remaining funds are to be transferred.

 

ARTICLE 10. NOTICES

 

It is the duty of each member to provide the Association with current and valid electronic mail (email) and physical mailing addresses, and may provide an additional address for commercial express mail deliveries. The Association shall deliver all notices via electronic mail, and deem delivery completed unless it is notified, either by the member’s email system or otherwise, that the email message could not be delivered. If a message could not be successfully delivered by email, the College shall send a duplicate message via first class standard mail or commercial express mail carrier to the mailing address in its records. Notices to delinquent members may be mailed at the Board's option.

 

ARTICLE 11. WORKING LANGUAGE

 

The working language of the Association will be English.