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ISTH Bylaws
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ARTICLE I: NAME

The name of this organization shall be: The International Society on Thrombosis and Haemostasis, Inc. hereinafter referred to as “the Society”.

 

ARTICLE II: INCORPORATION

The Society shall be incorporated as a nonprofit organization for educational, scientific and charitable purposes under the laws of the State of North Carolina in the United States of America under the name as designated in Article I.

 

ARTICLE III: PURPOSES AND MISSION

1)    Purposes: The Society shall be organized exclusively for charitable, clinical and scientific educational; and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

2)    Mission and Objectives:  The purposes of the Society shall be to engage exclusively in charitable, clinical and scientific educational as well as scientific activities and endeavors including specifically but not limited to promoting and fostering, among the many scientific and clinical disciplines, the exchange and diffusion of information and ideas relating to the understanding, prevention, diagnosis and treatment of thrombotic, bleeding and related disorders.

3)    Activities Not Permitted: No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society 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. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, to which contributions are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

 

ARTICLE IV: MEMBERSHIP

1.    General: The Society shall not discriminate in membership on the basis of race, age, religion, national origin, gender, or disability, or other protected class. Individuals who duly apply or are approved for membership and, if required, pay their membership dues shall be considered members in good standing.  Only members in good standing shall have the right to vote, hold office, serve on committees and receive other benefits and privileges as determined by the Council of the Society. Only those classes of members designated by the Council shall have the right to vote.  All other member classes may not vote or serve on the Council, but may serve on committees and receive other benefits and privileges as determined by the Council.

2.    Active Memberships

a.    Full Members: Any person with a continuing professional clinical or scientific interest in any discipline relevant to thrombosis and hemostasis as evidenced by work in the field, original contributions, and attendance at meetings related to the field, shall be eligible for Full Membership.

b.    Associate Members:  Associate Members may be nurses, allied health professionals or other types of professional members as designated by the Council.

c.    Early Career Members: Early Career Members may be early career professionals at any level of training, including for a period of time after obtaining their degree in medicine or the biomedical sciences as designated by the Council. The exact qualifications and maximum duration of an Early Career Membership shall be established by the Council. Subsequently, the Early Career Membership shall be automatically converted to Full Member status.

3.    Emeritus Members: Any Active Member of the Society who has been a member in good standing of the Society for at least ten (10) years and upon professional retirement from active research, clinical or teaching activities, or by reason of permanent disability or undue hardship has been rendered unable to continue Active membership but wishes to remain engaged in the Society may request a transfer to Emeritus membership by written application to the Secretary General of the Society. The Emeritus classification shall be awarded by a majority vote of the Council.  

4.    Honorary Members: On the recommendation of the Chair of the Nominating Committee, members or non-members active in the field may be proposed for this distinction in recognition of outstanding contributions to any discipline of relevance to thrombosis and hemostasis or may have made other important contributions to the Society or the field and shall be elected by a two-thirds (2/3) majority vote of the Council. Honorary members shall have the same rights, benefits and privileges as Full Members but shall not be required to pay dues.

5.    Other Classes of Membership:  The Council may, in its discretion, establish additional classes of memberships as it deems appropriate. The establishment of new classes of membership must be approved by a majority of at least two-thirds (2/3) of the Council.

6.    Removal of Members: Members may be removed from the Society for actions deleterious to the purposes of the Society. Reasons for removal must be presented in writing to the Secretary General by at least twenty-five (25) members. The Secretary-General shall study and investigate the nature of the complaint and report the findings. The member must be given an opportunity for self-defense in person or in writing before the Council, and the removal from the Society shall be approved by a vote of at least a two-thirds (2/3) majority of the Council.

7.    Benefits and Dues: Unless otherwise and specifically stated in these Bylaws, applications for membership, privileges, benefits and dues associated with all classes of membership shall be set, established and confirmed by the Council annually. The Council shall establish policies deemed necessary concerning delinquent dues and cancellation of membership. Members that are not up to date with membership payments are considered “members not in good standing” and shall not have the right to vote or serve in office.

 

ARTICLE V - Officers

The Officers of the Society shall consist of the President of the Society, the President-Elect of the Society, the Secretary-General, and the Treasurer.

1)    Authority and Responsibility of the Officers: The Officers shall have such authority as the Council might grant them in addition to the authority and responsibility set out below.   

2)    President of the Society: The President of the Society shall be the principal executive officer of the Society and shall preside at all meetings of the Society and shall chair the Council and the Executive Committee, and perform all other duties required by custom and parliamentary usage. Unless otherwise provided in the Bylaws, the President of the Society, with the approval of the Council shall appoint members of the Society to fill interim vacancies on the Council and any standing committee and special committee, interim Congress chairs and interim editors-in-chief. The order of succession to the Presidency of the Society, in case of need, shall be President-Elect of the Society, Secretary General, and Treasurer.

3)    President-Elect of the Society: The President-Elect of the Society in the absence of the President of the Society or in the event of the President’s death, inability – as judged by a two-thirds (2/3) majority vote of Council - or refusal to act, shall perform the duties of the President of the Society, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Should the President-Elect become President of the Society through a vacancy in the office of President prior to the end of a term, he/she shall be permitted to serve as President for the remainder of the unexpired term as well as his/her own subsequent term as President. The President-Elect shall be a member of the Council and may serve on other standing or special committees as determined by the Council. The President-Elect shall perform such other duties as may be assigned from time to time by the Council or the President of the Society. If a vacancy should occur in the office of the President-Elect, the members of Council shall elect a new President-Elect who shall serve the term of his/her predecessor.

4)    Secretary General: The Secretary General shall oversee the maintenance of a permanent record of the meetings and the transactions of the Council and the Society including any notices and reports that may be required under applicable federal, state, or local laws. He/she shall oversee the proper handling and maintenance of the corporate records of the Society; shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Council. The Secretary General shall also provide the President of the Society and the Council with support and advice as needed and requested.  The Secretary General should be a senior member of the Society with considerable experience in Society activities who will provide biomedical, clinical and scientific continuity.  The Secretary General shall be a member of the Council, shall chair the Nominating Committee and may serve on other standing and special committees as determined by the Council. The Secretary General shall perform such other duties as may be assigned from time to time by the Council or the President of the Society.  If the office of Secretary General becomes vacant prior to the end of a term, the Council, upon the recommendation of the President of the Society, may appoint a member to fill the remainder of the un-expired term.

5)    Treasurer: The Treasurer shall have oversight of all funds and securities as well as of the budget of the Society, and under the direction of the Council, shall oversee the expenditures of the Society. The Treasurer shall present an annual report of the monies received and expended and a detailed statement of the financial condition of the Society, including its assets and liabilities and shall prepare, or cause to be prepared, the necessary, timely and orderly legal and tax filings of the Society. The Treasurer shall oversee the development and presentation of the budgets of the Society, including recommendations as to the dues to be levied on individual membership categories. The Treasurer shall also perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Council. The Treasurer shall be a member of the Council, shall chair the Finance Committee, if there is one, and may serve on other standing and special committees as determined by the Council. The Treasurer shall perform such other duties as may be assigned from time to time by the Council or the President of the Society.  If the office of Treasurer becomes vacant prior to the end of a term, the Council, upon the recommendation of the President of the Society, may appoint a member to fill the remainder of the un-expired term.  

6)    Terms of Office: The President of the Society and the President-Elect of the Society shall serve only one (1) two (2)-year term in each office except when a President-Elect takes over for a President for any reason prior to the end of the President’s term in which case the President-Elect shall serve a second term as President.  Under normal circumstances, succession of the President-Elect to President of the Society shall be automatic at the end of the official Council meeting on the occasion of the official Congress of the Society in the respective year. The Secretary General and Treasurer shall serve one (1) four (4)-year term in each such office with a possible two (2) year extension at the discretion of Council. The terms of the Secretary General and Treasurer shall be arranged so that they will not expire at the same time.  The Secretary General, Treasurer, and Councilors will assume their respective positions at the expiration of their predecessor’s term of office at the end of the official Council meeting on the occasion of the official Congress of the Society in the respective year.  Unless otherwise permitted in these Bylaws, no Officer of the Society may serve more than one (1) term in any given office.  The Council may remove any Officer at any time upon a vote two-thirds (2/3) majority of the members of Council.

7)    Nominations and Election of Officers: The Council shall elect from among its then serving elected members the President-Elect and the Treasurer. The Council shall elect from among the general membership of the Society the Secretary General. The Nominating Committee of the Society shall be tasked to lead the search for the appropriate candidates for the Secretary General position. A majority of the votes cast in person, by mail or electronic ballot shall determine the outcome.

 

ARTICLE VI:  Council

1)    Functions and General Powers:   The Council shall be the governing body of the Society, and shall manage and direct the affairs of the Society.  The Council may delegate responsibilities and authority to Officers, committees or employees of the Society, including an Executive Director or persons reporting to an Executive Director as it deems necessary and appropriate.

2)    Composition of Council:  The Council of the Society shall consist of fifteen (15) at large members elected from among the general membership of the Society, the Officers of the Society (the President of the Society, the President-Elect of the Society, the Secretary-General, and the Treasurer) and the following individuals who will serve as voting ex-officio members during their terms of office:

a.     the Society’s immediate Past-President;

b.    the Chair of the Scientific and Standardization Committee.

The following individuals holding the following positions shall serve as non-voting ex-officio members of Council during their terms of office:

a.    the Congress Chair of the most recently held official Congress of the Society;

b.     the Congress Chair of the upcoming official Congress of the Society;

c.     the Editors of the Official Journals of the Society;

d.    the Vice-Chair of the Scientific and Standardization Committee

If any voting or non-voting ex-officio position is held by two individuals as co-office holders, the co-office holders shall decide which of them will serve on Council. If the co-office holders cannot agree on which of them will serve, the President of the Society shall determine which of them will actually serve.

3)    Term of At Large Council Members: At large Council members shall serve a term of six (6) years. Their terms will be staggered such that five (5) Council members (considered a Class) shall be elected every two (2) years. At least one (1) member of each Class of Council members shall come from a developing country. At large Council members who are elected or appointed to an office that qualifies them to serve as ex-officio members shall continue to serve as at large members for the balance of the terms for which they were elected. 

4)    Nomination and Election for Council.  The Nominating Committee shall call upon the membership of the Society for nominations to Council every two (2) years.  Based on the nominations made by membership, the Nominating Committee shall propose two slates of potential candidates to the Council. The first, consisting of nominees from developed countries shall consist of no fewer than sixteen (16) nominees while the second, consisting of nominees from developing countries, shall consist of no fewer than six (6) nominees.  Council shall select the final slate of candidates consisting of no fewer than eight (8) nominees for the seats for developed countries and no fewer than three (3) nominees for the seat for developing countries for submission to the general membership. The four (4) nominees from the developed country slate receiving the most votes and the nominee from the developing country slate receiving the most votes shall be elected.

The Council shall select the definition of developing countries in accordance with an official classification agency.

5)    Vacancies: The Council shall fill any vacancies among at large Council members by a majority vote. 

6)    Term Limit: At large Council members may serve a maximum of one (1) term of six (6) years and shall not be eligible for re-election to the Council as an at large member.

7)    Removal of Member Elected Council Members: A minimum of twenty-five (25) members or two-thirds (2/3) of the voting Council members may ask the Council to consider removal of a Councilor by providing a written request stating the reasons for removal. If, after investigation, the Council determines that there is lawful cause for removal, it will notify the Officer or Councilor of its findings and give him or her an opportunity to respond.   A two-thirds (2/3) majority vote of the Council is required to determine if there is cause for removal of the Councilor and a Councilor may only be removed for cause. If the Council determines there is cause, the Council will put the vote to the membership of the Society and such Council member may be removed by a majority vote of the membership.  “For Cause” shall be determined by the Council and may include, but is not limited to, failure to attend meetings, failure to participate in the work of the Council, conduct that reflects poorly on the Society and/or failure to comply with the Society’s conflict of interest or other policies and procedures.

8)    Removal of Officers: A minimum of two-thirds (2/3) of the voting Council members may ask the Council to consider removal of an Officer by providing a written request stating the reasons for removal. If, after investigation, the Council determines that a basis for removal exists, it will notify the Officer of its findings and give him or her an opportunity to respond prior to making a decision.   A two-thirds (2/3) majority vote of the Council is required to remove the Officer. Officers may be removed for whatever reasons the Council deems appropriate, including, but not limited to, failure to attend meetings, failure to participate in the work of the Council, conduct that reflects poorly on the Society and/or failure to comply with the Society’s conflict of interest or other policies and procedures.

9)     Meetings of Council

a.    Regular Meetings:  The Council shall have regular meetings at least once (1) per year in conjunction with the scientific, educational or business meetings of the Society or as the majority of its members might agree to call. 

b.    Special Meetings:  Special meetings may be called at any time by the President of the Society or the majority of the voting members of the Council. 

c.    Notice of Meetings:  Written notice of any meeting of the Council shall be given by hardcopy or electronic mail to each member of the Council at least thirty (30) days before the meeting and the purpose of the meeting shall be specified. Meetings may be held either within or outside the State of North Carolina.

d.    Waiver of Notice:  Any Council member may waive notice of any meeting. The attendance by a Council member at a meeting shall constitute a waiver of notice of such meeting, except where a Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The waiver of notice of any meeting by a Council member shall be made in writing, signed by the Council member entitled to the notice, and filed with the minutes or corporate records.

e.    Voting and Quorum.  Two thirds (2/3) of the number of voting Council members fixed by these Bylaws participating in person or by electronic or telephonic means shall constitute a quorum for the transaction of business at any meeting of the Council. There shall be no voting by proxy.

f.     Manner of Acting. Except as otherwise provided in these Bylaws, the act of the majority of the Council Members present or participating in the meeting by electronic or telephonic means at which a quorum is present shall be the act of the Council.

g.    Action without Meeting. Action required or permitted to be taken at a meeting of the Council may be taken without a meeting if the action is taken by all members of the Council. The action must be evidenced by one (1) or more unrevoked written consent either physically signed or in electronic form and delivered by electronic means by each Council Member before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

h.    Telephone or Electronic Meetings. Council members may also participate in any regular or special meeting of Council by telephone or other means of communication by which all participants can simultaneously hear each other during the meeting.  A Council member participating in a meeting in this manner is deemed to be present for all purposes.

 

ARTICLE VII: COMMITTEES

1)    Standing Committees:  The Executive Committee, Nominating Committee, Publications Committee and the Scientific and Standardization Committee shall be standing committees of the Society.

Standing Committees serve on a continuing basis from year to year. Committee functions shall be determined by the Council and shall be outlined in a policy and procedures document.

Standing Committees shall recommend to the Council policies, programs, or actions in the areas of the committee's responsibility and implement those policies, programs, and actions approved by the Council. They generally shall have the power to accomplish the functions specified by the Council. 

The Council may establish additional committees and committee functions as it determines necessary for the advancement of the Society or the field of thrombosis and hemostasis and may also dissolve any committees, except for the Executive Committee, Nominating Committee, Publications Committee and the Scientific and Standardization Committee as it deems appropriate.

2)    Committee Chairs:  The chairs of the committees, unless otherwise specified herein or determined by the Council, shall be serving members of the Council and be appointed by the President-Elect of the Society with the advice and approval of the Council to assume their responsibilities at the time at which the President-Elect is installed as President of the Society.

3)    Committee Members: The members of committees, unless otherwise specified herein or by the Council, shall be appointed by the President-Elect based on the advice of the chairs of the respective committees and the ultimate approval by the Council to assume their responsibilities at the time at which the President-Elect is installed as President of the Society.  The Council shall determine, except for the Executive Committee, Nominating Committee, Publications Committee and the Scientific and Standardization Committee (SSC), the number of members for each committee and the terms of membership (including extension of appointment) which shall be arranged so as to permit staggered terms as determined by the Council. Information on committee membership shall be contained in the Society’s policies and procedures document. The chairs and all members of the standing committees shall be members in good standing of the Society.

4)    Removal:  Members and chairs of committees may be removed by a two-thirds (2/3) majority vote of the Council. Committee chairs and members may be removed for whatever reasons the Council deems appropriate, including, but not limited to, failure to attend meetings, failure to participate in the work of the committee, conduct that reflects poorly on the Society and failure to comply with the Society’s conflict of interest and other policies.  Committee members may also be removed without cause.

5)    Executive Committee: The Executive Committee shall, on behalf of the Council, manage the daily activities of the Society in between Council meetings, within the responsibilities and authorities provided to it by the Council and the framework of the policies and procedures and budgets set by the Council. The President of the Society shall serve as Chair of the Executive Committee and the President-Elect of the Society shall serve as the Vice-Chair. The other members of the Executive Committee shall be the Secretary General, the Treasurer, the Chair of the Scientific and Standardization Committee, the Chair of the Publications Committee and the Chair of the Education Committee, if there is one.

6)    Nominating Committee: The Nominating Committee shall be responsible for and oversee the preparation and execution of the election of at-large Councilors, the President-Elect, Treasurer and the Secretary General as well as the recommendation of Honorary Members according to provisions made in these Bylaws or policies established by the Council of the Society. It shall consist of six (6) members. The Nominating Committee shall be chaired by the then-serving Secretary General and a Vice-Chair shall be designated from among at large Council members. Of the four (4) additional members, at least two (2) shall not be currently sitting Council Members.

7)    Publications Committee: The Publications Committee shall be responsible for and oversee any publishing activities of the Society and particularly the official journal(s) of the Society according to provisions made in these Bylaws or policies established by the Council of the Society and with special focus on strategic, commercial and management aspects. It shall consist of six (6) voting members. The Chair and Vice-Chair of the Publication Committee shall be designated from among at large Council members. The Treasurer of the Society shall serve as an ex-officio voting member. Of the three (3) additional members, at least two (2) shall not be currently sitting Council members. The Editors of any Council approved Society publication shall serve as non- voting ex-officio members.

8)    The Scientific and Standardization Committee (SSC):  The Scientific and Standardization Committee shall coordinate the scientific and standardization activities of the Society as they relate specifically, but not limited, to practical matters of research standards, methods and nomenclature. The Executive Committee of the Scientific and Standardization Committee shall consist of the following positions:

a.     SSC Chair

b.     SSC Vice-Chair

c.    Immediate past SSC Chair

d.    Two (2) at large members chosen by the SSC Chair and SSC Vice-Chair from among either SSC subcommittee and/or SSC standing committee chairs. 

In addition, the voting members of the Scientific and Standardization Committee shall be the chairs of the SSC subcommittees and SSC standing committees that have been duly appointed in accordance with the SSC recommended and ISTH Council approved policies and procedures.

9)    Special Committees: shall exist on an ad hoc basis and for a pre-defined limited time only and the committees shall have a single, clearly defined focus or set of activities to accomplish. Special committees shall be established as necessary by the Council which shall outline their functions in the Society’s policies and procedures document. Special committees shall recommend actions in the areas of the committee’s responsibilities. The Council may dissolve special committees as deemed appropriate. The members and chairs of the special committees, unless otherwise specified herein or by the Council, shall be appointed by the President of the Society with approval by Council to assume their responsibility at a time designated by the Council. The number of members and the term of membership for each special committee shall be determined by the Council and such information shall be contained in the Society’s policies and procedures document.

 

ARTICLE VIII: MEETINGS

1)    Official Congress of the Society:  The Official Congress of the Society shall be held annually at such time and place as determined by the Council.  The Council of the Society shall establish policies and procedures on the frequency, format, selection of congress sites, the governance, and management of its Official Congress.   

2)    Meetings and Reporting of the SSC:  The Scientific and Standardization Committee of the Society shall meet and report on its work at least annually whenever possible in conjunction with the Official Congress of the Society. The Council of the Society shall establish policies and procedures on the format of these meetings and reporting of by the SSC.

3)    Presiding Official:  The Council may appoint a Congress Chair of the Official Congress who shall perform duties and responsibilities and hold rights and privileges, as determined by the Council of the Society in preparing, overseeing and managing the Official Congress. 

4)    Financial and Management Responsibility:  Unless otherwise decided by the Council, the Society will assume full overall responsibility, including management, finances, assets and surpluses of its Official Congresses.

5)    Other Meetings: The Society may hold other regular or one-time scientific, educational and business meetings at intervals and places to be determined by the Council. Such meetings shall be called by the President of the Society at the request of the Council.

6)    Notice: A hardcopy or electronic notice of the Society’s meetings shall be provided to each member of the Society at least (3) months’ notice prior to such meeting. In the case of special meetings, the notice shall include an explanation of the purpose for which the meeting was called and an agenda, to be developed by the Secretary General and approved by the Officers of the Society.

7)    Voting and Quorum: Every member in good standing shall be entitled to one (1) vote on each matter submitted to vote of the members. A minimum of one hundred (100) members eligible to vote and participating in the meeting either in person or via electronic or telephonic means shall constitute a quorum for the transaction of business of the Society at regular or special meetings. The act of a majority of a quorum shall constitute an act of the Society. There shall be no voting by proxy.

8)    Manner of Acting:   The act of the majority of the Members present or participating in the meeting by electronic or telephonic means at which a quorum is present shall be the act of the Membership.

9)    Procedure: Any called meetings or action of the Society shall be governed by customary parliamentary procedure and rules of order. Any member wishing to bring new or old business matters before the membership of the Society shall submit this business in writing to the Secretary General at least thirty (30) days prior to a duly called meeting of the Society. Under usual circumstances, such business items shall be reviewed by the Council or an appropriate committee before any action is taken by the membership. The Council shall have the final decision as to which items appear on the agenda.

ARTICLE IX: PUBLICATIONS

The Council may authorize the publication of journals devoted to the advancement of purpose, mission and objectives of the Society or other publications as deemed necessary or appropriate for the benefit of the Society or the field of thrombosis and hemostasis.  The Council shall designate at least one (1) publication as the Official Journal of the Society. The Council shall provide oversight of any publication authorized by the Society or may delegate the oversight to the Publications Committee. The Council shall determine the editorial and operational responsibilities of the Society’s journal and/or other publications as well as other policies deemed necessary. The Council shall also decide on the selection procedures of the editor(s) of publications. Unless otherwise decided by the Council, the Society shall assume full overall responsibility for its publications including finances, assets and surpluses of its publications.

 

ARTICLE X: INDEMNIFICATION

The Society shall to the extent legally permissible indemnify each of its Councilors, Officers, employees and agents, against all costs, liabilities, and expenses (including counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit, or other proceeding, asserted or threatened while in office or thereafter, by reason of having been such a Councilor, Officer, employee or agent with respect to any matters as to which he/she

a.    acted in good faith in the reasonable belief that the action or conduct was in the best interests or at least not opposed to the best interests of the Society.

b.    In the case of any criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful.

The right of indemnification hereby provided shall not be exclusive of or affect any other right to which any Councilor, Officer, employee or agent may be entitled.

As used in this section, the terms “Councilor”, “Officer”, “Employee”, and “Agent” include their respective heirs, executors, administrators, and legal representatives.

No indemnification or advance against expenses shall be approved by the Council or paid by the Society until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

 

ARTICLE XI: AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of the lesser of two-thirds (2/3) of the votes cast at a meeting of the members conducted as provided in Article IX or a majority of the votes of all members entitled to vote.

 

Amendments to the Bylaws may be initiated either by Council or by a proposal in writing to Council by a minimum of fifty (50) members representing a minimum of three (3) different countries

 

The proposed amendments, together with the Council’s recommendation, shall be communicated to each member of the Society at least thirty (30) days before the deadline of a vote.  The communication shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. 

 

ARTICLE XII: GENERAL

1)    Earnings:  No part of the income or net earnings of the Society shall be distributed to inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III of these bylaws.

2)    Dissolution:  The Society may be dissolved upon:

a.    A vote of a two-thirds (2/3) majority of Council then in office approving a plan of dissolution and recommending it to the membership; and,

b.    An affirmative vote of the lesser of two-thirds (2/3) of the votes cast at a meeting of the members conducted as provided in Article IX or a majority of the votes of all members entitled to vote

c.    The Society shall provide at least three (3) months’ written notice of any meeting of Council or the membership at which such approval will be considered. The notice of the meeting must state that one of the purposes of the meeting is to consider dissolution of the Society and it must contain or be accompanied by a copy or summary of the plan of dissolution as approved by a two-thirds (2/3) majority vote of Council

After the dissolution, the Council or its designated legal administrators, shall, after paying or making provision for the payment of all of the liabilities of the Society, distribute all of the assets of the Society to such other fund, foundation or Society as the Council shall designate that would qualify as an exempt organization under section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Society 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. 

3)    Contracts: The Council may authorize any Officer or Officers, the Executive Director, other employees, any agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

4)    Loans: No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances and all loans must be provided in accordance with applicable law.

5)    Checks and Drafts: All checks, drafts or other orders for the payment of money, issued in the name of the Society, shall be signed by such Officer or Officers, the Executive Director, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Council.

Deposits:  All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such depositories as the Council may select. 

 

Originally adopted July 1991. Amended:

November 1994.
November 1997.
August 2003.
February 2004.
August 2005.
November 2010.
January 2014.
June 2018.

 

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