International Retrovirology Association

By-laws

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AMENDED AND RESTATED

BYLAWS

OF

INTERNATIONAL RETROVIROLOGY ASSOCIATION, INC.

ARTICLE I

NAME AND PURPOSE

1.1 Name. The name of the corporation is the International Retrovirology Association, Inc. (the “Association”), a nonstock corporation formed under the laws of the State of Maryland by the filing of Articles of Incorporation in the office of the Maryland Secretary of State on April 6, 1993.

1.2 Purposes. The Association is formed exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). In particular and without limiting the foregoing, the Association shall support and sponsor international educational exchanges and collaborations, and shall promote international cooperation and interdisciplinary research, in the field of virology, especially the study of Human T-cell Leukemia Virus and other retroviruses. Such purposes will be carried out for the general benefit of the Association’s members and the public as a whole and not for the special benefit of any private entity or group. No part of the Association’s net earnings will inure to the benefit of any director, officer or member, and no substantial part of its activities will consist of carrying on propaganda, or otherwise attempting to influence legislation, and it will not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.

1.3 Nonstock Corporation. The Association shall not issue capital stock

ARTICLE II

OFFICES

2.1 Registered Office and Agent. The Association shall continuously maintain a resident agent and registered office in the State of Maryland. The resident agent and registered office will be designated from time to time by the Board of Directors, in accordance with applicable law.

2.2 Other Offices. The principal office of the Association and such other offices as it may establish shall be located at such other places, within and without the State of Maryland or the United States of America, as the Board of Directors may from time to time determine.

2.3 Qualification; Payment of Filing Fees. In any state of the United States or any foreign country in which the Board of Directors shall determine that it is necessary or appropriate for the Association to register or qualify to do business, the Board of Directors shall designate one or more officers of the Association to prepare, execute, certify and file such certificates, reports or other documents as may be required by the law of such jurisdiction(s) and to pay all fees and expenses incident to and necessary for said registration or qualification.

ARTICLE III

MEMBERSHIP

3.1 Membership.

(a) Qualifications for Membership. Subject to rules established by the Board of Directors, membership in the Association is open to any individual, group, association, entity or other organzation that agrees to abide by these bylaws and render prompt payment of any dues required of that Member. The Board of Directors may, in its reasonable discretion, set and revise (1) membership categories and the qualifications for each; and (2) grounds for cancellation of membership and expulsion of Members for good cause. When considering an application for membership, the Board of Directors may consider any relevant information, and may act to protect the goals, purposes, needs, reputation, public image, and non-profit status of the Association.

(b) Categories of Dues. The Board of Directors, subject to the approval of a majority of the voting Members, will set the membership dues for each upcoming annual period. An increase in annual dues will not apply to any Member in good standing until their membership is due for renewal. Dues will be payable at the time of application for membership and as invoiced annually for the renewal of membership. The Board of Directors may prorate dues for new Members for partial periods if it chooses and may waive dues based on financial hardship, on a case-by-case basis with reasonable discretion. Any Member requesting a dues modification should contact the Membership Secretary. No Member shall be entitled to a full or partial refund of the annual dues for any reason.

(c) Delinquency of Dues. Dues-paying Members will be considered delinquent in their membership if dues remain unpaid thirty (30) days after expiration and/or billing, and their membership benefits, rights, and privileges will be suspended on and after the date of delinquency until the dues are paid in full. If the dues remain unpaid for sixty (60) days after they become delinquent, the Member’s membership will be canceled and its benefits, rights, and privileges forfeited, unless the Member promptly shows the Board of Directors good cause for excusing the delinquency.

(d) Benefits of Membership. Members in good standing will be entitled to all basic benefits and privileges of Membership, including, but not limited to, the right to vote at Association meetings and to hold elective office as Officers, Directors and Executive Committee members that carry on the day-to-day operations of the Association.

(e) Purpose of Dues. The primary purposes of the dues will be to fund the administration and operation of the Association consistent with past practice; to underwrite the biennial meetings of the Members; to provide stipends and awards; and to promote and advance any initiative that is consistent with the purposes of the Association, as determined by the Board of Directors in its reasonable discretion. In the event that at least 20% of the Members then in good standing file a written objection with the President of the Association stating their reasonable belief that a proposed expenditure would not be in conformance with the foregoing principles, the Board of Directors shall not authorize such expenditure unless and until the expenditure has been approved by vote of at least 2/3 of the members of the Executive Committee then serving. In no event shall the Board of Directors approve any expenditure that could reasonably be expected to threaten the Association’s non-profit status or constitute a violation of the Code or the regulations issued thereunder.

(f) Cancellation of Membership; Expulsion. Except for failure to pay dues, a Member may be removed for cause by vote of not less than 2/3 of the Directors and 2/3 of the members of the Executive Committee. For any cause other than nonpayment of dues, expulsion may not take effect until the Member has been advised of the cause for the proposed expulsion and has been given a reasonable opportunity to address the Board of Directors, in writing or by personal appearance, at the Member’s choosing.

(g) Reinstatement. A former Member desiring reinstatement may be considered for such reinstatement by the Board of Directors upon full payment of all dues for the current year and approval by vote of at least 2/3 of the Directors and 2/3 of the members of the Executive Committee. When considering an application for reinstatement, the Board of Directors may consider any relevant information, and may act to protect the goals, purposes, needs, reputation, public image, and non-profit status of the Association. The Board of Directors may also consider past service to the Association, the reason(s) the Member became inactive or was previously expelled, any complaints lodged against the Member, and any other matter relevant to the applicant’s relationship with the Association.

(h) Membership Ledger and List. The Membership Secretary shall keep a detailed ledger of the dues payments, the address and other contact information for each Member, and any other information that the Board of Directors may direct to be maintained. The Membership Secretary shall also maintain a master list of the names of the current Members, which shall be updated from time to time as necessary and made available for public inspection to the extent required by the Code or other applicable law.

3.2 Meetings.

(a) Date and Place of the Biennial Meeting. The regular biennial meeting of the Members shall be held on such date and at such place, in or outside the United States of America, as the President shall determine with approval of the Executive Committee. At a duly called and convened meeting, the Members may transact any business that may properly be brought before the Members.

(b) Notice. The Secretary shall deliver notice of each regular meeting not less than 30 days before the date of the meeting. The notice shall state the place, day and hour of the meeting, and any items that have been submitted for consideration as of the date of the notice. Notices shall be delivered by one of the following methods: (1) personally, (2) by facsimile transmission, (3) by mail, (4) by telephone, or (5) by email. The notice will be delivered to each Member in good standing, as determined according to Section 3.2 (g) below. If sent by facsimile or email, such notice will be deemed delivered upon receipt of confirmation of transmission. If mailed, such notice will be deemed to be delivered 3 days after being deposited postage prepaid in the U.S. mail addressed to the Member at their most recent address in the records of the Association.

(c) Special Meetings. By vote of at least 2/3 of the Directors and 2/3 of the members of the Executive Committee, the Association may call a special meeting of the Members for a specific purpose. The notice of such meeting shall be delivered at least ten (10) days in advance of the meeting date, by one of the means listed in Section 3.2(b) above, and shall state the specific purpose or purposes for which the meeting is being called.

(d) Voting. Each Member in good standing will be entitled to one vote on each matter submitted to a vote of the Members. At each election of Officers, each Member who is entitled to vote will have one vote, in person or by proxy, for each Officer position. The policies and procedures for conducting the election shall be established by the Board of Directors from time to time, and may be conducted by any means (including email or Internet site). Such elections shall constitute a regular meeting, subject to the notice and voting requirements set forth in this Article III for such meetings.

(e) Remote Participation. Regardless of the medium for voting, Members who are not physicaly present at a meeting (“Remote Participants”) may, by means of remote communication, participate in, be considered present at, and vote at any meeting of Members if (1) the Association implements reasonable measures to verify that each Remote Participant is a Member entitled to be present and to vote; (2) the Association implements reasonable measures to give the Remote Participants a fair opportunity to participate in the meeting and to vote on matters submitted to the meeting, including an opportunity to read or hear the proceedings of a meeting as it progresses; and (3) the Association maintains a record of any Member vote or other action taken at the meeting by means of remote communication.

(f) Proxies. No Member may vote a proxy for any other Member unless the voting Member physically attends the meeting. A valid proxy must be in the form produced and sent by the Association, signed and dated by the Member giving the proxy or the Member’s attorney-in-fact. No proxy shall be valid for more than eleven (11) months following its date of execution, unless otherwise expressly provided in the proxy. Each proxy will be revocable at any time, for any reason, in the sole discretion of the Member giving it.

(g) Record Dates for Notice, Voting, and Other Actions. Only the Members who are in good standing are entitled to notice of a meeting of Members and to vote at such meeting. The record date for determining the Members entitled to notice of a meeting of Members will be the close of business on the day before notice of the meeting is sent. The record date for determining the Members entitled to vote at a meeting of Members will be the day before the meeting is held. A determination of the record date for any of the foregoing purposes is effective for any adjournment of the meeting or voting process unless the Board of Directors fixes a new record date. The Board of Directors must fix a new record date if the meeting or voting process is adjourned for more than 30 days after the original record date.

(h) Voting Members’ List. After determining the Members entitled to vote at a meeting, the Membership Secretary of the Association will promptly prepare a list of such Members, which will be made available during the meeting during reasonable hours for inspection and copying by any Member entitled to vote, for the purpose of communicating with other Members concerning the meeting or voting process. The Members on the list who have the right to vote will be the only Members entitled to vote at the meeting.

(i) Quorum; Majority Vote. Members holding ten percent (10%) of the votes entitled to be cast, represented in person or by proxy, will constitute a quorum at any meeting of Members, including an election by electronic means. The vote of a majority of the Members present or represented by proxy at a meeting where a quorum is present will be the act of the Members, unless the vote of a greater number is required by law.

ARTICLE IV

BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

4.1 Board of Directors. The property and affairs of the Association shall be managed by a Board of Directors consisting of the following five Officers of the Association: President, Secretary, Treasurer, Membership Secretary, and Education Secretary. Any reference to “Directors” in these Bylaws shall mean these persons, acting together as a Board and exercising their duties and authority as directors and not in their individual capacities as Officers. The Board may only act as a group. No Director shall have any power to make unilateral decisions on behalf of the Board or the Association in such capacity. The number of Directors may be changed by the vote of at least 2/3 of the Directors and 2/3 of the members of the Executive Committee, provided that such action shall not affect the tenure of office of any Director then serving.

4.2 Executive Committee. The Board of Directors shall be advised by an Executive Committee consisting of the holders of the following positions: the Awards Secretary; the Web Secretary; Regional Representatives for North America, South America, Europe, Africa, Asia and the Caribbean; the Representative for Junior Scientists; and the immediate past President, Secretary and Treasurer. The Executive Committee will provide services to the membership, including but not limited to regional representation, fund-raising activities, web-site maintenance, and management of the award selection process and presentations. The Executive Committee will have the right to vote only on certain matters that are specifically stated elsewhere in these Bylaws.

4.3 Election; Removal; Vacancies.

(a) Qualification; Election. Each member of the Board of Directors and the Executive Committee must be at least 21 years old, a Member in good standing, and able and willing to actively participate in the management of the affairs of the Association. The members of the Executive Committee shall be elected by a vote of the Members of the Association. The Directors obtain their position by virtue of their election to certain Officer positions. Officers are elected in accordance with Section 5.2(a) below.

(b) Term. Each Director shall hold office for a term of 4 years, concurrently with their service as an Officer, unless their service is earlier terminated by death, resignation or removal. Directors may serve no more than two successive terms. Each Executive Committee member shall hold office for a term of 4 years, unless their service is earlier terminated by death, resignation or removal. Executive Committee members may serve an unlimited number of successive terms.

(c) Removal or Resignation. Any Director or Executive Committee member may be removed with cause, at any time, by a majority (2/3) vote of the Members. Any Director or Executive Committee member may resign by tendering a resignation in writing to the Secretary of the Association. The resignation shall be effective upon receipt unless a date certain is set forth therein. (d) Vacancies. Any newly-created position and any vacancy on the Board of Directors or the Executive Committe caused by the death, removal or resignation of a member thereof, shall be filled by a majority vote of the Members at a regular or special meeting.

4.4 Quorum. A majority of the members of the Board or the Executive Committee, as applicable, shall be necessary to constitute a quorum at any meeting of such body for the transaction of business. Except as otherwise provided in these Bylaws or by applicable law, the vote of a majority of the members present shall be required for the Board or the Executive Committee, as applicable, to take any action or render any decision.

4.5 Notice of Meetings. Notice of all meetings of the Board or the Exeuctive Committee shall be served personally not less than ten (10) days prior to the meeting to the email address of each member as it appears in the books of the Association. Notice of a meeting need not be given to any Director or Executive Committee member who submits a signed waiver or notice or who attends the meeting without protesting prior to the meeting or at its commencement, the lack of notice to him or her.

4.6 Place and Time of Meetings.

(a) Regular Meetings. Regular meetings of the Board or Executive Committee may be held at any place within or without the State of Maryland or the United States of America. The time and place for holding a regular meeting shall be fixed by the Board or the Executive Committee, as applicable. The Board shall meet at least twice each calendar year, and the Executive Committee shall meet at least once every two years. In addition, the Board and the Executive Committee shall meet jointly at the biennial meeting of the Members.

(b) Special Meetings. Special meetings of the Board may be called by the President upon his or her own initiative or upon the request of not less than two (2) Directors. Special meetings of the Executive Committee may be called by the President upon his or her own initiative or upon the request of not less than three (3) members of the Committee. For either body, notice of the time and place of the meeting shall be delivered at least three (3) days in advance (unless the matter requires immediate action). The notice shall include a brief statement of the nature of the business to be considered at the meeting.

4.7 Action by Consent. Any action permitted or required by these Bylaws or applicable law to be taken at a meeting of the Directors or Executive Committee may be taken without prior notice, a meeting or a vote if a consent that sets forth the action to be taken is given in writing or by electronic transmission by all the members of the Board or the Executive Committee, as applicable. The consent shall be filed in paper or electronic form with the minutes of proceedings of the Board or the Executive Committee, as applicable. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument executed by the Association.

4.8 Remote Attendance. Directors and members of the Executive Committee may participate in and hold a meeting by means of a conference telephone call or similar communications if all persons participating in the meeting can hear each other at the same time. Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

4.9 Balance upon Financial Statements. In discharging their duties, Directors and Officers acting in good faith may rely upon financial statements of the Association represented to them to be correct by the President or the Treasurer, or stated in a written report by an independent public or certified public accountant or firm of such accountants, to fairly reflect the financial condition of the Association.

4.10 Business to be Transacted. The business to be transacted at any meeting of the Board or the Executive Committee need not be specified in the notice or waiver of notice of such meeting, unless specifically required by applicable law.

4.11 Expense Reimbursement. The Association may reimburse a Director or member of the Executive Committee up to $50 for expenses incurred by that person on behalf of the Association, provided that the expense is documented in detail sufficient for the Association to deduct the expense on its tax return. Additional amounts will only be reimbursed upon prior approval of the Board of Directors, unless the person can show to the Board’s satisfaction that the expense was clearly for an emergency.

ARTICLE V

OFFICERS

5.1 Positions. The Officers of the Association shall be a President, a Secretary, a Treasurer, a Membership Secretary, and a Education Secretary. The Officer positions may be changed by the vote of a majority (2/3) of Directors at that time in office, provided that the Association shall always have at least a President, a Secretary and a Treasurer. Any person otherwise qualified may hold two or more offices of the Association, provided that no person may simultaneously serve as President, Secretary and Treasurer.

5.2 Election, Removal; Vacancies.

(a) Qualification; Election. Each Officer must be at least 21 years old, a Member in good standing, and able and willing to actively participate in the management of the affairs of the Association. The Officers shall be elected by a vote of the Members of the Association.

(b) Term. Each Officer shall hold office for a term of 4 years, unless their service is earlier terminated by death, resignation or removal. An Officer may serve no more than two successive terms in the same office.

(c) Removal or Resignation. An Officer may be removed with cause, at any time, by a majority (2/3) vote of the Members. An Officer may resign by tendering a resignation in writing to any other officer of the Association. The resignation shall be effective upon receipt unless a date certain is set forth therein.

(d) Vacancies. Any newly-created officer position and any vacancy caused by the death, removal or resignation of an officer shall be filled by a majority vote of the Members.

(e) No Right to Office. Election or appointment of an Officer does not of itself give that officer any employment contract rights.

5.3 Duties. The principal duties of the several officers are as follows:

(a) President. The President shall be the chief operating officer of the Association and, subject to the directives of the Board and the Executive Committee, shall perform all duties customary to that office. The President shall supervise and control all of the affairs of the Corporation in accordance with any policies and directives approved by the Board of Directors. When present, the President shall preside at all meetings of the Board of Directors, the Executive Committee or the Members. The President shall be responsible for soliciting proposals to host future meetings of the Association and coordinating fundraising efforts necessary to support such meetings. The President shall also be responsible for appointing the Nominating Committee and overseeing its work, as provided in Section 5.4 below.

(b) Secretary. The Secretary shall report to the President and shall (i) direct and coordinate the administrative operations of the Association; (ii) assist in the organization and planning of the biennial meeting of Members and the programs for the meeting; (iii) oversee the publications, website and social media of the Association, including notices of the activities of the Association and its Members; and (iv) oversee all aspects of the elections including preparing the ballot of ratified nominees for election to positions in the Association provided by the Nominating Committee, supervise the elections, count the ballots and certify the results to the Board. The Secretary shall also perform all duties customary to that office and perform such other duties and have such other powers as may be prescribed by the Board of Directors from time to time. The Secretary shall have charge of the records and correspondence of the Association. The Secretary shall be the custodian of the corporate seal of the Association and shall affix the same to any instrument or document only as authorized by the Board. The secretary shall certify any resolutions of the Board or the Executive Committee with the Secretary’s signature. The Secretary shall give all notices in accordance with these Bylaws or as required by law, prepare the agenda for all meetings of the Board, the Executive Committee and the Members, attend all such meetings, and be responsible for keeping an accurate record of the proceedings of such meetings and any consent action taken in lieu of a meeting. In the absence or disability of the President, the Secretary shall perform the duties and exercise the power of the President. In case of the absence or disability of the secretary, the Board may appoint an assistant secretary to perform the duties of the Secretary during such absence or disability.

(c) Treasurer. The Treasurer shall report to the President and shall (i) supervise all aspects of the Association’s finances, tax reports and payments, and other filings and correspondence with the U.S. Internal Revenue Service; and (ii) prepare, review, and implement the annual budget and approve other major fiscal transactions. The Treasurer shall also perform all duties customary to that office and perform such other duties and have such other powers as may be prescribed by the Board of Directors from time to time. The Treasurer shall have custody of, and be responsible for, all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the books of the Association. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Association in such depositories as shall be selected by the Board of Directors. The Treasurer shall disburse the funds of the Association only as may be ordered by the Board of Directors, take and retain proper receipts for such disbursements, and shall render to the President, the Board of Directors and the Executive Committee at its regular meetings or when the Board of Directors so requires an account of all transactions as Treasurer and of the financial condition of the Association. The Treasurer shall prepare and make an annual statement of the affairs of the Association, which shall be presented to the Board, the Executive Committee and the Members. In case of absence or disability of the Treasurer, the Board may appoint an assistant treasurer to perform the duties of the Treasurer during such absence or disability.

(d) Membership Secretary. The Membership Secretary shall report to the President and shall (i) keep a detailed ledger of the dues payments, the address and other contact information for each Member, and any other information that the Board of Directors may direct to be maintained; (ii) develop and implement policies and procedures for sending notice of annual dues to all the Members and for collecting, accounting for and remitting dues to the Treasurer; (iii) collect, safeguard and remit dues to the Treasurer; (iv) notify Members of their membership status and encourage their continued membership; (v) maintain a master list of the names of the current Members, which shall be updated from time to time as necessary and made available for public inspection to the extent required by the Code or other applicable law; (vi) develop and implement plans to increase membership and expand the benefits of membership. The Membership Secretary shall also perform such other duties and have such other powers as may be prescribed by the Board of Directors from time to time.

(e) Education Secretary. The Education Secretary shall report to the President and shall (i) identify interests of the Members that the Association can encourage or advance through programming or other activities; and (ii) develop information, materials, presentations, publications and events to further educate medical professionals and the general public about HTLV/PTLV infections, treatments, resources and research. The Education Secretary shall also perform such other duties and have such other powers as may be prescribed by the Board of Directors from time to time.

5.4 Nominating Committee. The President shall appoint the members of a Nominating Committee that will identify and nominate candidates for all positions that are up for election at the next meeting of the Members. The Nominating Committee shall be responsible for confirming that each nominee is qualified to hold office in the Association. The list of nominees shall be presented to the Board for ratification, which shall not be withheld except by a vote of 2/3 of the Directors for good cause. The Nominating Committee shall consist of at least three (3) members and include at least one Director, one member of the Executive Committee and one Member in good standing, but may have as many members as the President deems appropriate.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

6.1 Contracts. The Board may authorize one or more Officers of the Association to enter into, execute and deliver any contract, agreement, document, or instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

6.2 Checks, Drafts, or Order for Payment. All checks or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association will be signed by one or more Officers of the Association and in such manner as the Board may determine from time to time by resolution.

6.3 Deposits. All funds of the Association will be deposited promptly to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.

6.4 Investments. The Association will have the right to retain all or any part of any property (real, personal, tangible or intangible) acquired by it in whatever manner. The Officers of the Association, pursuant to the direction and judgment of the Board, may invest and reinvest any funds held by the Association prudently, with due regard for the preservation of the principal amount invested and the needs and purposes of the Association; provided, however, that no action will be taken by or on behalf of the Association if such action could reasonably be expected to threaten the Association’s non-profit status or constitute a violation of the Code or the regulations issued thereunder.

ARTICLE VII

AMENDMENT OR REPEAL

Except where these Bylaws give the Board or the Executive Committee discretion to change them, the provisions hereof may be amended, altered or repealed, or new provisions added, only by the affirmative vote of two-thirds (2/3) of the Directors, 2/3 of the members of the Executive Committee and 2/3 of the Members entitled to vote.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Directors, Officers, employees and agents of the Association (collectively, the “Indemnitees”) shall be indemnified to the fullest extent of applicable law in connection with actual or threatened actions or proceedings (including civil, criminal, administrative or investigative proceedings) arising out of their service to the Association or to another organization or enterprise at the Association's request. No Indemnitee shall be liable to the Association except for the Indemnitee’s willful misconduct or action taken in bad faith. The Board of Directors may purchase insurance for acts performed by Indemnitees. Such insurance may protect the Association, the Indemnitees or both, against any and all costs of investigation, settlement, litigation and judgment involving the Association or any Indemnitee. The Board of Directors shall, in its sole discretion, set the limits of such coverage, including who shall benefit from such coverage under certain circumstances, the events covered and the amounts of coverage. The indemnification provided herein will not be exclusive of any other rights to which an Indemnitee may be entitled under applicable law or other agreement.

ARTICLE IX

CONFLICTS OF INTEREST

All Directors, Officers, Members, employees and agents of the Association shall be bound by the Conflict of Interest Policy attached hereto as Exhibit “A”. In the event that a Director, Officer or Member of the Association has materially failed to abide by the provisions of the Policy, as determined by the Executive Committee, that individual may be expelled from the Association by vote of the Executive Committee without prior notice. In the event that a non-Officer employee or agent of the Association has materially failed to abide by the provisions of the Policy, the Board of Directors may terminate the employee’s or agent’s engagement with the Association without prior notice.

ARTICLE X

MISCELLANEOUS

10.1 Fiscal Year. The fiscal year of the Association will be the calendar year.

10.2 Seal. The seal of the Corporation shall be circular in form and shall have inscribed thereon the words: “International Retrovirology Association, Inc.”, “Corporate Seal”, and “State of Maryland”.

10.3 Invalid Provisions. If any provision of these Bylaws is held invalid, illegal or unenforceable for any reason, the remaining provisions, so far as is possible and reasonable, will remain valid, operative and enforceable.

10.4 Headings. The headings used in these Bylaws are for convenience only and do not constitute a part of these Bylaws, nor will they be used to interpret these Bylaws.

10.5 Gender. Whenever the context requires, all words in these Bylaws in the male gender will be deemed to include the female gender, all singular words will include the plural, and all plural words will include the singular.

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CERTIFICATION The undersigned hereby certifies that the foregoing is a true and correct copy of the Amended and Restated Bylaws of International Retrovirology Association, Inc., a Maryland nonstock corporation, as adopted by the Association’s Board of Directors and Members, effective the 7th day of Frebruary, 2012.

Pr Renaud Mahieux, PhD