International Society of AmyloidosisBylawsSection 1 – PurposeThe aims and purposes of this corporation, the International Society of Amyloidosis (the “Society” or the “Corporation”), are to promote research, education, clinical studies (including diagnosis and treatment), conferences and symposia on all aspects of amyloidosis worldwide. Section 2 – MembershipCurrent membership categories are set forth in this Section 2. The Board of Directors pf the Society (the “Board”) may from time to time revise membership categories, criteria, or requirements, or establish new or different categories of membership, and may also by policy, by its own action, or through its delegate(s), establish membership fees, registration or meeting fees charged to members, membership privileges (including the ability to attend meetings to vote on membership issues, or any other benefits of membership, with membership benefits listed below in these Bylaws subject to change), or other matters relating to membership. The Board’s delegates may include the Society’s Membership Committee or the Society’s representatives in charge of particular events or Society activities. The Society and the Board reserve the right to deny or condition membership to anyone, or to terminate members or subject members to expulsion, and to change any membership policy at any time (including with retroactive effect), for any reason, in the sole discretion of the Board. (A) Full Membership Any person who is, or has been, engaged in research, teaching or practice in connection with amyloidosis or with sciences allied therewith is eligible to be considered for full membership. Full membership is open only to those working in an academic setting and/or involved in direct patient care. Full membership may be granted to an individual on application to the Membership Committee, with sponsorship by a full member, and payment of dues. Any full member may submit to the Membership Committee or the Board the name and address of any qualified person who wishes to become a full member. Membership is contingent on approval as well as payment of the initiation fee (if any), and the current dues and assessments (if any) established by the Board. As of the approval of these Bylaws, full members have the ability to attend meetings, to vote during elections and on other matters requiring member votes, to hold office, to nominate candidates for office and to serve on committees and working groups. Any person denied membership (whether full membership or any other category of membership) may appeal to the Board in writing but only if given permission by the Board may such person appear before the Board to appeal such denial. The Board’s decision shall be final. (B) Student Membership Any person who is a student or is in training (Ph.D. students, medical/nursing school students, postdoctoral fellows) in connection with amyloidosis or with sciences allied therewith is eligible to be considered for student membership for up to eight (8) years. Student membership may be granted to an individual on application to the Membership Committee, with sponsorship by a full member, and payment of dues. Training status shall be confirmed by the supervisor or mentor in the academic of hospital setting. As of the approval of these Bylaws, Student members have the ability to attend meetings and to serve on committees and working groups, but not to vote, nominate candidates for office or hold office. (C) Emeritus Membership After retirement, any person who has been a full member for at least five years, may apply to the Membership Committee for emeritus membership. Retirees engaging in part-time consulting work or part-time paid employment, totaling no more than 20 hours per week, are eligible for Emeritus member status. Verification of retirement status will be required. As of the approval of these Bylaws, Emeritus members have the ability to attend meetings, to vote during elections and on other matters requiring member votes, to nominate candidates for office and to serve on committees and working groups. Emeritus members may serve on the Board, but not in Officer positions. (D) Affiliate Membership Any person who works in connection with amyloidosis but is not directly involved in the medical diagnosis and treatment of amyloidosis patients or academic research, is eligible to be considered for affiliate membership. Employees of pharmaceutical companies, medical device companies or other companies with commercial interests, as well as employees of nonprofit patient support or advocacy organizations may apply for affiliate memberships. As of the approval of these Bylaws, Affiliate members have the ability to attend meetings but may not vote during elections and on other matters requiring member votes, and may not serve on the Board, committees or working groups. (E) Patient/Care Partner Membership Any person who is an amyloidosis patient or a family member or care partner of an amyloidosis patient is eligible to apply for patient/care partner membership. As of the approval of these Bylaws, Patient/care partner members are not eligible to attend symposia or ISA business meetings (unless otherwise allowed by the Board or its delegate as to the particular symposium or meeting), vote during elections or other matters requiring member votes, or nominate candidates for office. Upon appointment by the President, they may serve on committees and working groups. (F) Termination Of Membership (1) Membership Status Membership expires: a. Upon death of the member. b. After resignation via a written request to the Board, which will take effect immediately. c. After nonpayment of dues. Reinstatement will require payment of all dues which are in arrears. d. Immediately upon expulsion or other action of the Board terminating membership. A member whose membership has expired under subsections (1)b through (1)d may, without limiting the Board’s general sole discretion to allow or deny membership for any reason or no reason, be eligible for reinstatement as allowed by applicable and then-current polices established the Board, or by other direct action of the Board. (2) Expulsion Membership in this Society shall be deemed a privilege. If at any time a member of the Board is of the opinion that the interests of the Society require the expulsion of a Society member, they may submit the issue to the Board. Voting on such an issue shall be by secret ballot. If two-thirds of the Board members present and voting vote for expulsion of the member, they shall cease to be a member. Prior to the consideration of such an issue the member shall be entitled to attend the portion of the meeting at which this issue is to be considered and shall be allowed to speak on said issue for a reasonable amount of time as determined at the discretion of the person chairing the meeting. The Board’s action shall be final. Section 3 – Dues and AssessmentsActive members must pay dues and assessments, if any, as set by the Board in its sole discretion. Section 4 – FeesFees for Society functions, benefits and educational events other than symposia shall be set by the Board, unless delegated by the Board. Registration fees for symposia will, unless otherwise determined by the Board, generally be set by the event organizers or the Board’s delegate(s) for the particular event, with the approval of the Board. The Board may from time to time promulgate or revise policies as to fees or other matters related to any and all Society events. Section 5 – Meetings of Members(A) Except as otherwise set by the Board, the Society shall hold a scientific meeting or symposium on a periodic basis. Each symposium shall be held at such place and on such date as may be determined by the Board. The Board is responsible for determining how the meetings and any scientific programs are organized and how responsibilities and revenues are shared with any external organizers or other Board delegates. (B) The Society shall also hold periodic (currently annual) member meeting at such place and on such date as may be determined by the Board. Member meetings may be virtual or held online. Members shall be notified of member meetings no later than two months prior to said meetings. Said notice shall include the names of Board members and any office subject to election by electronic ballot (or other reasonable means as determined by the Board) two months prior to the meeting. Section 6 – Board of Directors(A) Membership The Board shall consist of both elected and appointed individuals, for a total of approximately 11-15 Board members, subject to the terms of this subsection. The following positions shall be elected by full members:
The following positions are automatically appointed:
A Board member may concurrently hold an elected and an appointed position but may not concurrently hold more than one elected position on the Board. In no event shall any member of the Board be allowed more than one vote. (B) Affiliated Societies National organizations of amyloidosis may, on approval of the Board in its sole discretion, be considered to be affiliates of the Society. Individual members of affiliated organizations may apply for membership in this Society. Such members shall have all the benefits, privileges, and obligations of membership in the Society, subject to and without limiting any policies or actions of the Board as may be implemented from time to time. The Board reserves the right to terminate or limit any affiliate relationship at any time, in the sole discretion of the Board. (C) Duties and responsibilities of the Board. Except as otherwise set forth in these bylaws, all business of the Society, and responsibilities therefore, shall be conducted by the Board. Such activities of the Board shall include, but not be limited to, the discussion of accounts, policies, and general directives of the Society, nominations for Board and officer positions, proposed changes to the Society’s Articles of Incorporation and Bylaws and other matters affecting the Society. Section 7 – Elections and Terms of Officers and Other Members of The Board(A) Nominations Unless it selects another committee to do so, the Board shall serve as a nominating committee (the “Nominating Committee”). A request for nominations will be sent to members in good standing at least 3 months before the periodic meeting. Based on this and nominations proposed by the Nominating Committee itself, an electronic ballot for all positions to be filled will be constructed. The Nominating Committee’s report (ballot) shall be sent to the members at least two months before the business meeting during which elections are held. Board members-at-large are eligible for reelection for a maximum of two consecutive full terms. The Past President cannot be elected to a Board position until four years after serving as Past President. The current Secretary and Treasurer are not eligible to hold the same positions for the following term but may be nominated for other Board positions. In addition to those individuals nominated by the Nominating Committee, any member of the Society, who has obtained the written consent of the nominee, may nominate any individual who has been a member of the Society for two or more years for any of the elected Board positions, with the following exception: nominees for Vice President must previously have served on the Board. Any such nominations must be sent to the Secretary at least three months prior to the business meeting during which elections are held. (B) Elections During even-numbered years, at least one business meeting shall be held during which results of the ISA election shall be reported. Election shall be by electronic ballot (or other means selected by the Board) distributed by the Secretary two months prior to the business meeting. All individuals who are full members 75 days before the business meeting will be eligible to vote. Applicable ballots may be submitted to the Secretary up until 21 days prior to the business meeting. The procedure for tallying of the ballots shall be determined by the Board prior to the business meeting. Elections shall be by majority vote of those voting unless more than two candidates are nominated, in which case election shall be by a plurality of those voting. In the case of a tie, a run-off election may be held between only those candidates who were tied for the open seat. Nominations shall not be reopened. If the run-off election results in a tie, the President will flip a coin in the presence of two other members to determine the winner (or, if personal presence is not practicable, via live electronic or digital video link). Until the tie is resolved, the other newly-elected directors should immediately begin serving their terms. Section 8 – Terms Of OfficeExcept as otherwise provided in these Bylaws, all members of the Board shall be elected or appointed to terms commencing at the conclusion of the meeting of members held in an even-numbered year at which they are elected or appointed, and expiring at the conclusion of the meeting of members in the next even-numbered year. Section 9 – Duties of Officers and Executive Committee(A) President The President shall be the principal officer of the Society. S/he shall preside over all of the meetings of the Board and meetings of the members. With the permission of the Board or the Executive Committee, the President may sign contracts or enter into business matters on behalf of the Society. Where such contracts or business matters involve a financial obligation of the Society, the Treasurer also shall sign such documents. The President may invite persons other than members of the Board to attend Board meetings or portions thereof. (B) Vice President The Vice President shall carry out the duties of the President in the absence of the President or in cases where the President is unable to so act. The Vice President shall succeed to the office of President at conclusion of their Vice Presidential term. (C) Secretary The Secretary shall keep minutes of the proceedings of members’ meetings, meetings of the Board, and meetings of the Executive Committee. The Secretary shall also oversee elections and conduct such other duties as specified by these Bylaws and as directed by the Board or Executive Committee. (D) Treasurer The Treasurer shall collect all amounts due to the Society and pay all financial obligations of the Society as approved by the Board or Executive Committee. The Treasurer also shall report on the financial condition of the Society at periodic meetings and as requested by the Board or Executive Committee. The Treasurer also shall prepare a report for the Board annually, following the end of the Society’s financial year. The Treasurer also shall sign such documents as authorized by Section 9(A) of these Bylaws. (E) Executive Committee There shall be an Executive Committee composed of the President, Vice President, Secretary, Treasurer, and immediate Past President. Meetings of the Executive Committee are called by the President. The Executive Committee has the power to act for the Board in times of crisis or other exigent circumstances when it is not possible or reasonably practicable for the full Board to meet. The Board may from time to time establish temporary and/or nonvoting members of the Executive Committee in its sole discretion. Section 10-- Editors-in-Chief of the Society’s JournalsThe Editor(s)-in-Chief for the official Journal(s) of the Society shall be appointed by the Board for a period of five years and shall be eligible for reappointment, subject to contractual arrangements or obligations with publishers or others. Such Editors shall have the power to appoint Associate Editors and editorial boards without further reference to the Society and fill vacancies in such positions but shall inform the Board of such appointments. Associate Editors shall serve for five years and shall be renewable, both at the discretion of the Editor-in-Chief. The Editorial Board members shall be appointed for one-year terms, renewable at the discretion of the Editor-in-Chief. The Editor(s)-in-Chief shall be responsible to the Board for the conduct of the journal(s). Section 11 – Meetings of The Board, Notice and Quorum(A) Meetings of the Board shall be called by the President with the approval of the Executive Committee or at the request of at least five (5) Board members. Notice of any such special meeting shall be given at least fourteen (14) days prior thereto by sending written notice by mail, telegraphic, or electronic means, or delivered personally to each director at the address shown on the records of the Society. (B) Quorum A majority of the Board or Executive Committee is necessary to constitute a quorum for opening a meeting and for the transaction of business. Any Board member or member of the Executive Committee may participate in a meeting by telephonic or electronic means where all participants can be heard by all other participants. Any person so participating in the meeting shall be counted towards a quorum. (C) Board or Executive Committee action without a meeting Any action that could be taken at a meeting of the Board or the Executive Committee may be taken without a meeting when authorized in writing signed (including electronic signatures) by all the members of the Board or Executive Committee, as applicable. (D) Voting Except as otherwise provided herein, motions shall be passed by a simple majority of those present or otherwise participating in the meeting. The President shall have the deciding vote in the event of a tie. (E) Indemnification The Board may exercise to the full extent of the powers which the Corporation has under Minnesota law, as such law exists from time to time, to indemnify any director, member, committee member, officer, employee, or agent for expenses incurred by reason of the fact that they are or were a director, member, officer, employee, or agent of this Corporation or of another corporation which they may have served in such capacity at the request of this Corporation. Such expenses shall include attorney’s fees, judgments, fines, amounts paid in settlement and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it. The Board may exercise to the full extent of the power which the Corporation has under Minnesota law, as such law exists from time to time, to purchase and maintain insurance against risks above described on behalf of any director, member, officer, employee, or agent. (F) Compensation and Reimbursement Officers and Directors shall not receive compensation for their services as officers and Directors, but by action of the Board, expenses of attendance at meetings or for conducting other business of the Corporation may be reimbursed. Section 12 – Committees(A) Finance Committee The Finance Committee shall consist of the Treasurer as Chair, the President, the immediate past President, and one (1) additional member appointed by the President. This Committee shall formulate all investment policies of the Corporation, subject to the approval of the Board. This Committee shall insure that the Treasurer implements approved policies with regard to the management, supervision, and control of all financial affairs of the Corporation. This Committee shall meet periodically, as well as at the request of the Chair of the Board to review the financial affairs of the Corporation and shall submit a report to the Board. Members of this Committee shall serve terms of up to two (2) years each and are eligible for reappointment to one additional consecutive term. (B) Other Committees The Board may, in accordance with Section 317A.241 of the Minnesota Statutes (or applicable successor legislation) create such additional committees or ad hoc committees as it deems appropriate and appoint the chairperson and membership thereof for terms specified by the Board. Section 13 – VacanciesVacancies in the Board, or any other positions appointed by the Board between periodic meetings of members, shall be filled by the Board for the balance of any such terms. Section 14 – Bank Accounts, Contracts, Agreements, Execution of Documents, And Corporate BorrowingSection 14.1 Contracts and AgreementsUnless otherwise provided in these Bylaws, all contracts and agreements must be approved by the Board. Section 14.2 Bank Accounts and SignaturesThe Board shall by resolution authorize appropriate individuals to open corporate bank accounts and to execute checks, drafts, and other orders for the payment of amounts owed by the Corporation. Section 14.3 Execution of DocumentsThe Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Section 14.4 Corporate BorrowingThis Corporation shall borrow money only if authorized by a three-fourths (3/4) vote of the Directors present and voting at a meeting following proper meeting notice, which must include notice of the proposal. Section 15 – Rules of OrderIn the absence of any provision in these Bylaws, all meetings of the Corporation, the Board, and duly appointed committees, unless inconsistent with the Articles of Incorporation or these Bylaws, shall be governed by the most current edition of Robert’s “Rules of Order” or other standard rules of order approved by the Board. Section 16 – Procedure for AmendmentsProposed amendments to these Bylaws must be submitted in writing by the Board or by five (5) members to the Secretary. The proposed amendments shall be referred to the Bylaws Committee (or such other committee as the Board may establish) for review and recommendations. Amendments to these Bylaws require the affirmative vote of two-thirds (2/3) of ISA members casting a vote as to such amendment. The Articles of Incorporation of the Association may be amended by the Board in the manner provided by Minnesota statutes. Section 17 – Amendments Necessitated by Legal DevelopmentsAny change in the corporate or tax status of the Corporation caused by any modification, repeal, or amendment of any currently existing tax or corporate legislation whether Federal, State, or local, or the adoption, imposition, or implementation of any statute, ordinance, rule, or administrative or judicial decision or decree which the Board determines requires immediate amendment to the Bylaws or Articles of Incorporation shall, notwithstanding the preceding section, empower the Board by a two-thirds (2/3) vote to amend the Articles of Incorporation or these Bylaws in any respect it deems necessary to insure corporate compliance with the change or changes in the law without any prior approval of the voting membership. Notice of the meeting and of the proposed amendment shall be given. Bylaws Committee: Giovanni Palladini (Chair), Stefan Schoenland, Ashutosh Wechalekar, Angela Dispenzieri (ex officio) Draft 06/30/2022 I; approved by members [September 7, 2022] |