Constitution and Bylaws of the ISCH
(Ratified At The General Meeting Of The Society, 2002)
NAME
The name of this organization shall be The International Society for Clinical Haemorheology, subsequently referred to as The Society.
PURPOSE
The purpose of The Society is to advance and disseminate knowledge of the discipline of clinical haemorheology, and the application of this discipline to human welfare.
MEMBERSHIP
Section 1. The Society shall consist of regular members, student members, emeritus members, honorary members and corporate members.
Section 2. Regular member. Any person who has contributed to the increase in knowledge of clinical haemorheology, and is presently engaged in such work, shall be eligible for election to regular membership in the Society. A regular member may attend and participate in the business meetings of The Society and is entitled to one vote.
Section 3. Student member. Any person who is a predoctoral student in an area relevant to clinical haemorheology shall be eligible for election to student membership in The Society. Student members shall not have the right to vote.
Section 4. Emeritus member. On approval by the Executive Committee, a regular member, after reaching the age of 65 years or on retirement from regular employment, may become an emeritus member. Emeritus members are exempt from payment of dues, may attend and participate in business meetings of The Society, but shall not have the right to vote.
Section 5. Honorary member. Individuals who have distinguished themselves by outstanding contributions to the field of clinical haemorheology may be elected, by a special act of commendation, to honorary membership. Honorary members may attend and participate in the business meetings of The Society but shall not have the right to vote unless eligible under Section 2.
Section 6. Corporate member. Organizations that have an interest in the purposes of The Society and wish to contribute to its support may be invited by the President, with the approval of the Executive Committee, to become corporate members. Any such membership may be terminated by the President with the approval of the Executive Committee. Corporate members shall not have the right to vote unless eligible under Section 2.
MANAGEMENT OF THE SOCIETY
Section 1. Management of The Society and Composition of the Executive Committee. The management of The Society, its affairs and property shall be vested in its Executive Committee, with powers of direction. The Executive Committee consists of the President, Vice-President, Secretary, Treasurer and two members. In addition, the immediate Past-President, President-Elect and International Liaison Officer are ex officio members of the Executive Committee. The President, Vice-President, Secretary and Treasurer shall serve for three years renewable once only, so that a maximum of six years be served consecutively. Any interim vacancy in the office of the Vice-President, the Secretary or the Treasurer shall be filled by majority vote of the remaining qualified members of the Executive Committee. The term of office of a person elected to fill an interim vacancy shall expire on the election of his/her successor at the next general meeting of The Society when the members shall elect a person to fill the remaining unexpired term of such vacancy. Individuals who served in interim capacity less than a full term are eligible for re-nomination and election to the same office.
Section 2. Meetings of the Executive Committee. A regular meeting of the Executive Committee shall be held after the adjournment of each general meeting of The Society's members, and for this regular meeting no notices shall be required. Special meetings of the Executive Committee shall be held as often as the needs of The Society may require. They may be held at intervals determined by the Executive Committee, and they may be called by the President or any two members of the Executive Committee. The Secretary shall notify each committee member of each special meeting of the Executive Committee. At Executive Committee meetings of The Society, members attending the meeting will be empowered to take any action authorized in the Constitution and Bylaws of The Society. The President or his/her designee will preside.
Section 3. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business. A majority vote of members in attendance, with each entitled to one vote, shall decide any question brought before the Executive Committee, except that a majority of the qualified members shall be required for temporarily filling a vacancy of an office. In the event of a tie vote, the President or designee shall then be entitled to two votes taking immediate action.
GENERAL MEETING OF THE SOCIETY
The Society shall hold its general meeting of members for election of officers, for the transaction of business, and for presentation of communications and related activities. Such meetings shall be held every three years at a time and place designated by the Executive Committee and approved by the membership. Inasmuch as possible, the general meetings will be held in conjunction with scientific meetings. The time and place for the general meeting shall be chosen at least 24 months in advance at a general meeting. An extraordinary general meeting may be called with 90 days notice by the Executive Committee or by petition of one third of members. Notice of all meetings shall be mailed to each member not less than 30 nor more than 180 days before the meeting. The place, day, and hour shall be specified in the notice.
AMENDMENTS
The Constitution and appended Bylaws may be amended, altered or repealed at the General Meeting of The Society, by a vote of two-thirds of the regular members in attendance and entitled to vote, provided notice of the proposed repeal, alteration or amendment, with a statement of the substance thereof and of the Articles to be affected thereby, is given in the call for the meeting. Approved changes will be incorporated by the Secretary following the General meeting. He/she will then submit a complete copy of the revised documents to the President within two months of the meeting.
DISSOLUTION OF THE SOCIETY
If upon dissolution of The Society there remains, after the satisfaction of all its debts and liabilities, any funds whatsoever, the same shall not be paid to nor distributed among the members of The Society, but shall be given or transferred to some other institution or institutions which has or have objectives similar to the objectives of The Society, and which shall prohibit the distribution of it or their income and property among its or their members.
OBJECTIVES
Section 1. The Society is organized and operated exclusively for scientific and educational purposes.
Section 2. The Society is not organized nor is it to be operated for profit. No part of the net earnings of The Society will or may under any circumstances inure to the personal benefit of any member or other individuals.
Section 3. No substantial part of the activities of The Society will consist of carrying on propaganda, or otherwise attempting to influence local, state or provincial, or national legislation. The Society will not participate in nor intervene in (including the publishing or distribution of statements) any campaign of any candidate for governmental office in any country.
MEMBERSHIP
Section 1. Eligibility. Persons will be eligible for election to membership in The Society irrespective of race, gender, religious or political views.
Section 2. Nomination and Election of Members. Any person is eligible for membership in The Society provided that his/her name has been proposed by a Regular or Corporate member of The Society and is accompanied by a completed application form or curriculum vitae. Applications should be directed to the Secretary who will forward them to the Chairman of the Membership Committee. The Membership Committee will expeditiously review all proposals and make their nominations to the Executive Committee. A simple majority of the votes of the Executive Committee will approve or disapprove nominations. Both the sponsor and the candidates will be informed by the Secretary whether or not the applicant has been granted membership. Payment of the first annual membership dues to the Treasurer will signify the individual's acceptance of membership.
Section 3. Voting. At every meeting of The Society, each member shall be entitled to one vote in person or represented by proxy. The proxy shall be duly appointed by instrument in writing subscribed by the member appointing the same and bearing date not more than eleven months prior to the meeting, unless said instrument provides for a longer period. No person shall act as proxy for more than one other.
Section 4. Addresses of Members. Each member will keep the Secretary informed of his/her present address.
Section 5. Membership List. A list of members of The Society will be provided to all members. This list should be regarded as a privileged document and may not be supplied to anyone else for any purpose except as specifically provided by the President upon consultation with at least two members of the Executive Committee.
OFFICERS
Section 1. Duties. The officers of The Society shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by the Constitution or Bylaws of The Society or the Executive Committee.
Section 2. Nomination and Election of Officers. Any Regular member shall be eligible for election to any office in The Society except as provided elsewhere. The Executive Committee shall request by mail, the names of candidates for the offices of President, Vice-President, Secretary, Treasurer and two members from the voting membership. Nominations will be accepted until 90 days before the meeting. In selecting candidates for these offices, the Executive Committee will ascertain that the candidates will serve if elected. The names of the candidates shall be circulated to the voting membership prior to The Society triennial general meeting at which the candidates are to be voted into office. Such nominations shall not restrict the right of any regular member to make nominations from the floor for such elections. Elections of President, Vice-President, Secretary and Treasurer, shall be by secret ballot. Those unable to attend the triennial meeting may vote by postal ballot before the meeting. The counting of the ballots will be done at the triannual general meeting. The officers shall assume office immediately upon the adjournment of the triennial meeting at which they are elected.
Section 3. Terms of Office. The terms of office of the President, Vice-President, Secretary and Treasurer are specified in the Constitution, Article IV, Section 1.
Section 4. President. The President shall preside at all meetings of the Executive Committee and business meetings of The Society, and shall be an ex-officio member of all standing committees. The President, in consultation with the Executive Committee, shall appoint members of the standing and ad hoc committees.
Section 5. Vice-President. The Vice-President shall be the chairman of the Membership Committee and have such duties as may be delegated by the President. In the event the President cannot carry out his/her responsibilities, the Vice-President shall have all the powers and perform the duties of the President.
Section 6. Secretary. The Secretary shall have custody of all documents and papers belonging to The Society and shall safely keep the same, and disburse the orders and rules of the Executive Committee. The Secretary shall give notice of all meetings as required by the Bylaws and send out the various mailings to the membership. The Secretary, with the cooperation of the Membership Committee, shall compile a complete directory of the name, title, address and telephone number of each member of The Society, and distribute the same to the members. The directory shall not be utilized for purposes not directly pertaining to the business of The Society by anyone without the written permission of the President. The Secretary shall keep the minutes of the Executive Committee and of general meetings of The Society. In the absence of the Secretary, the President shall appoint a temporary secretary to record the minutes.
Section 7. Treasurer. The Treasurer shall have custody of all monies, debts, obligations, contracts, and other properties belonging to The Society and shall safely keep the same, and shall collect all properties and all monies from time to time due and owing to The Society, and disburse such payments as necessary on behalf of The Society, subject to the control of the Executive Committee.
COMMITTEES
Section 1. Standing Committees. The chairman and members of the standing committees shall be appointed by the President, in consultation with the Executive Committee. The term of all standing committee members, except as otherwise provided elsewhere, shall be for four years, so structured that one-half of the members will be replaced each two years, in order to provide continuity of committee operation. Honorary and emeritus members may be appointed for terms up to two years to various committees from time to time. The President shall be an ex-officio member of all committees. Guidelines for committee operation shall be approved by Executive Committee.
Section 2. Membership Committee. A MembershipCommittee, composed of the Vice-President and the three or more regular members of The Society appointed by the President and Vice-President, shall receive and review proposals for nomination to membership and make recommendations for nomination to The Society to the Executive Committee in accordance with Article II, Section 2 of the Bylaws.
Section 3. International Liaison Committee. An International Liaison Committee, composed of regular members of The Society, shall be appointed to establish and maintain communication with scientific organizations that have interests in common with The Society and particularly with national groups relating to clinical haemorheology. This committee will act in an advisory capacity when invited to do so by the Executive Committee particularly in the matter of conference sites. National groups will be invited to nominate 1 or 2 eligible members to the committee. In countries where an organized national group does not exist, the President, in consultation with the Executive Committee, may appoint 1 or 2 individuals from that country to the International Liaison Committee. The Executive Committee may also invite prominent members of allied societies to act in a liaison capacity.
Sections 4. Awards Committee. An Awards Committee, composed of at least five regular members, shall be appointed by the President after consultation with the Executive Committee. The Awards Committee shall solicit from the voting membership the names of candidates for such awards as The Society may offer. After selection of the candidates is made by the Awards Committee, the names of the candidates shall be submitted for approval to the Executive Committee prior to voting. Recipients of awards will be chosen by a vote of the Awards Committee and Executive Committee. Announcements of the recipients of the awards should be made known to voting members of The Society prior to the general meeting of The Society.
The criteria for selection of candidates for awards shall be affixed to the Bylaws of The Society as part of Appendix A. Appendix A is not, however, a legal part of the Bylaws.
Section 5. Other Committees. The President may appoint such other temporary (ad hoc) committees as he/she may deem advisable. The term of office of temporary committees shall end with the next general meeting of The Society following such appointment or earlier, as the President may deem advisable.
RECORDS OF THE SOCIETY
Section 1. Addresses and Reports. Papers, addresses and reports presented to The Society or accepted by The Society shall be lodged with the Secretary or someone designated by the Executive Committee and become the property of The Society. Publication of these reports may be urged by the direction of the Executive Committee.
Section 2. Custody of Documents. In the event of doubt as to who shall retain a document or paper of The Society, this document or paper will be given into the custody of the Secretary with copies of the document or paper being provided for the Treasurer and any other officer designated by the President.
MEETINGS OF THE SOCIETY
Section 1. Agenda of the Regular General Meeting of The Society. The agenda of the regular general meeting of The Society will include:
a. A report presented by the Secretary on the general state and proceedings of The Society since the last regular general meeting.
b. A report and balance sheet presented by the Treasurer on the financial state of The Society.
c. A decision as to the dues paid by members.
d. Reports by the Chairman of Committees and motions relating to the adoption of such reports in whole or in part, and to action to be taken thereon as may seem appropriate.
e. Ratification of the sites of the next General Meeting and conference and the election of Conference Chairperson.
f. Election of officers and members of Executive Committee as prescribed by the Constitution.
g. Resolutions as can properly be considered by The Society having regard to its purposes and the appropriate period of notice required.
h. Any other business.
Section 2. Transaction of Society Business. At general meetings of The Society, those members attending the meeting or represented by proxy and entitled to vote will be empowered to transact the business of The Society. A majority of the members entitled to vote who are present and voting will decide questions before the regular general meeting of The Society. In the event of a tie vote in a general meeting of The Society, the presiding officer will be entitled to two votes. Amendments to the Constitution and Bylaws require a two-thirds majority and can be enacted at the regular general meeting only if at least one third of the members entitled to vote are present in person or by proxy.
Section 3. Conferences. The regular international conference of The Society will be held at a place approved as a part of the regular general meeting of The Society. The member elected by The Society to convene the next international congress will be the Conference Chairperson and will select and appoint the Organizing Committee and any other bodies that have to do with the organization of the scientific part of the congress. If a time or place for the meeting has to be changed or was left undecided the same will be determined by the President upon consultation with the Executive Committee. The President will then appoint another Conference Chairperson or President if necessary.
Section 4. Special Meetings. Special meetings of members shall be called by the Secretary or any other officer upon the request of the President or the Executive Committee or on the written request of one-third of the members entitled to vote.
Section 5. Quorum for General Meetings. At all meetings of members of The Society, regular members, present in person and entitled to vote, shall constitute a quorum.
PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Revised, will govern the conduct of the general meeting of The Society in all cases to which they are applicable and in which they are not inconsistent with the Bylaws or special rules of order of The Society.
DUES
Section 1. Annual Dues. Dues for members shall be proposed by the Executive Committee and determined by majority vote of those voting at the general meeting of The Society. Dues shall be paid January 1 for the current fiscal year and shall be in arrears on April 1. Special assessments may be proposed by the Executive Committee and shall be determined by majority vote of those voting at the general meeting of The Society.
Section 2. Waiver of Dues. Inability to pay membership dues for reasons of financial hardship will not be an impediment to membership. Those wishing to do so may apply for membership free of payment and may be accepted at the discretion of the Membership Committee.
Section 3. Non-payment of Dues. A regular member whose dues are two years in arrears shall cease to be a member of The Society unless, after payment of his/her dues in arrears and application to the Membership Committee, he/she shall be reinstated at the next meeting of that committee. It shall be the duty of the Treasurer to notify the delinquent member of his/her right to request reinstatement.
Section 4. Emeritus Members. A regular member who has been granted emeritus membership is relieved from payment of dues effective next January 1st for all subsequent fiscal years.
FINANCIAL ARRANGEMENTS AND REGULATIONS
Section 1. Contracts. The Executive Committee, except as provided in the Bylaws, may authorize any officer or officers, 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; and unless so authorized by the Executive Committee, no officer, agent or employee shall have power or authority to bind The Society by any contract or engagement or to pledge its credit or render it liable pecuniarily for any purpose or amount.
Section 2. Liability of Executive Committee Members and Officers. Each Executive Committee member, or officer, or former Executive Committee member, or former officer of The Society, will be indemnified by The Society against expenses actually and necessarily incurred by him/her in connection with the defence of any action, suit or proceeding in which he/she is made a party by reason of his/her being or having been a Executive Committee member, or an officer of The Society, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duties as such Executive Committee member, or officer.
Section 3. Fiscal Year. The fiscal year of The Society shall end with the 31st day of December each year.
Section 4. Audit. All statements of net assets and related statements of income, expenditures, fund capital, and liabilities shall be audited annually by the Executive Committee and every third year by an independent auditing firm.
Section 5. Prohibitions. Notwithstanding any provision of these Bylaws which might be susceptible to part contrary interpretation:
a. The Society is organized and operated exclusively for scientific and education purposes.
b. No of the net earnings of The Society shall inure to the personal benefit of any member except as provided by Society awards (Article I, Section 2 of the Bylaws).
c. No substantial part of the activities of The Society shall consist of carrying on propaganda, or otherwise attempting to influence local, state or provincial, or national legislation. The Society shall not participate in nor intervene in (including the publishing or distribution of statements) any campaign of any candidate for governmental public office.
d. The Society is not organized for nor is it to be operated for profit.
e. The membership directory of The Society shall not be supplied to anyone for any purpose except as specifically approved by the President in writing.
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