Bylaws of the Cell Transplant and Regenerative Medicine Society
Bylaws unanimously approved by Council on 6 May 2013; approved and confirmed by a majority of the membership by email on 31 May 2013.
- ARTICLE I – GENERAL
- ARTICLE II – OBJECTIVES
- ARTICLE III – COUNCIL AND OFFICERS
- ARTICLE IV – MEMBERSHIP
- ARTICLE V – BUSINESS MEETING OF MEMBERS
- ARTICLE VI – COMMITTEES
- ARTICLE VII – ELECTIONS
- ARTICLE VIII – EXECUTION OF DOCUMENTS
- ARTICLE IX – AMENDMENTS TO BYLAWS
ARTICLE I – GENERALTOP
SECTION 1. The Cell Transplant and Regenerative Medicine Society (henceforth known as the “Society”) shall be an international non-profit, collegial association of scientists and clinical practitioners with background and/or interest in the field of cellular transplantation. The principal office of the Society is located at The Transplantation Society International Headquarters, 1255 University Street, Suite 605 Montreal, Quebec H3B 3V9 Canada. The principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Society. The principal office shall report to the Council or to a committee or committees of the Society, as the Council may require. The powers of the members and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to the provisions set forth in these bylaws.
SECTION 2. The Council may adopt a seal and/or logo for the Society in such form, as it deems appropriate.
ARTICLE II – OBJECTIVESTOP
SECTION 1. The Society shall promote and encourage education and research with respect to cellular transplantation and regenerative medicine.
SECTION 2. The Society shall collaborate with existing public and private organizations to promote and encourage education and research in cellular transplantation and will participate and assist in the coordination of efforts or formulation of research and clinical programs.
SECTION 3. The Society will receive, use, hold and apply funds, gifts, bequests and endowments, or the proceeds thereof, to any of the purposes described herein.
SECTION 4. Upon the dissolution of the Society, the Council shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of the Society in such manner, or to such organization or organizations operated for educational, or scientific purposes with regards to cellular transplantation or immunology.
ARTICLE III – COUNCIL AND OFFICERSTOP
SECTION 1. The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society.
SECTION 2. The Council of the Society shall consist of 13 persons of whom five shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary and Treasurer, and up to a maximum of eight Councilors representing The Americas, Europe/Africa/Middle East and Asia/Oceania. Each region should be represented by at least one Councilor, but the number from any one region shall not exceed the proportion of members in good standing from that region in the Society. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and term in office. The President-Elect, Secretary and Treasurer shall be elected from among those Councilors who have served one full term of 4 years on the Council. The Councilors shall be elected from all members in the manner provided in these bylaws.
SECTION 3. The President, President-Elect, and Immediate Past President shall serve for 2 years in each position and until their successors are installed in office, which shall occur as the last item of business at the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may not serve consecutive terms. The Secretary, Treasurer and Councilors shall normally serve for 4 years, until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may serve two consecutive terms.
SECTION 4. A vacancy in the Council may be filled at the discretion of the remaining Council. In the case of the Secretary or Treasurer, the successor in these circumstances may succeed himself/herself, even though he/she has a fractional term prior to his/her election.
SECTION 5. The President shall be chief executive officer of the Society. Subject to the directions of the Council, he/she shall have and exercise direct charge of and general supervision over the Society and such other duties as from time to time may be assigned to him/her by the Council.
SECTION 6. The President-Elect shall succeed to the office of President upon completion by the President of his/her term in office or upon any earlier vacancy in the office of the President.
SECTION 7. The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve for 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records.
SECTION 8. The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve for 4 years and have charge of and be responsible of all funds of the Society. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society, and shall, in any event, report to the Council and Membership.
SECTION 9. Council members shall serve without compensation and shall be elected as outlined in these bylaws.
SECTION 10. Regular meetings of the Council may be held at any time or place upon the call of the President or any three Council members. In general, it is anticipated that the Council will meet at least annually. Special meetings of the Council may be held at any time or place upon the call of the President or of any four Council members. Notice of the meetings shall be in given in writing and emailed to each member of the Council not less than 14 days before such meeting. Meetings may be held at any time and place without notice if all members of the Council are present or if those not present shall, before or after the meeting, waive notice thereof. The Council may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
SECTION 11. A majority of the Council shall constitute a quorum for the transaction of business.
SECTION 12. An action required or permitted to be taken at any meeting of the Council or of any committee thereof, may be taken without a meeting if a majority of the members of the Council or committee consent, thereto, or by one or more written instruments submitted to the Society’s Secretary provided written notice of the proposed action has been given to all members of the Council or the Committee, as the case may be.
ARTICLE IV – MEMBERSHIPTOP
SECTION 1. The Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its first meeting. They will be designated Charter Members. All future members must be elected to membership as prescribed below.
SECTION 2. There shall be five categories of membership: Full Members, Trainee and Technical Members, Allied Health Professional Members, Honorary Members, and Emeritus Members.
- Full Members shall be physicians, surgeons, scientists or other specialists, who are actively engaged in the science or clinical practice of cellular transplantation. Full Members shall be eligible to hold office in the Society and may vote for election of Officers and on all matters brought before the general membership. Full membership shall be gained by submission of a membership application that has been approved by the Council.
- Trainee and Technical Membership shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and clinical practice of cell transplantation, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than six years. Trainee and Technical Members may not vote or hold office on the Council but may serve on committees. Trainee membership shall be gained by submission of a membership application and by submission of a letter from the Program Director confirming the candidate and clinical practice of cell transplantation, and the year of completion, and followed by approval by the Council.
- Allied Health Professional Membership shall include individuals who have an interest in cellular transplantation and are actively working in this field. Their status must be confirmed by their professional association card or designation. This membership category can include: nurses, nurse practitioners, pharmacists, social workers and physicians assistants and coordinators, but is not restricted to these positions. Allied Heath Members shall have the same voting rights as a Full Member, and are eligible to be an Officer or Councilor of the Society.
- Honorary Membership will be awarded to a person for a significant discovery or contribution of a focused body of work in the area of cell transplantation or immunobiology. Only members of the Society may nominate one or more individuals for Honorary Membership with two additional Full Members support. The letter of nomination should explain in detail how the individual qualifies for this distinction. In addition, a curriculum vitae and reprints of the nominee’s three most important references should be included. Unanimous approval by the Council of the Society is required for the candidate. No more than one Honorary Member per year can be elected and the Honorary Member should be present at the next meeting of the Cell Transplant Society to be officially elected. Honorary Members will not have the privilege of voting or holding office.
- Emeritus Members cannot serve as Officers or on Committees of the Society, but can participate in all other functions of the Society. Emeritus Members will be those above the age of 65, or have retired from practice in the field. Emeritus Members can apply for emeritus membership status by submitting in writing a request to the Council, to become an Emeritus Member and have the request approved by Council. Emeritus Members may attend annual meetings, vote and will receive a reduction in dues as determined by Council.
SECTION 3. Every member shall have the right to attend and participate in the Business Meeting of the Members of the Society. All members shall pay dues in the amounts and for such periods as the Council from time to time shall determine. The Council may in determining dues take into consideration special circumstances or place of residence of Members. Any member who fails to pay dues for one year shall be removed from the Society at the Council meeting following the end of the second year for which payment was not received.
SECTION 4. Any membership can be terminated by the Council for conduct which, in the sole judgment of the Council, is injurious to the interests and welfare of the Society, or for failure to actively participate in the work of the Society, or for failure to attend three annual meetings in succession without a substantive reason. Such termination shall require a two-thirds vote of the Council, and after the member in question is afforded an opportunity to appear before the Council and appeal for continuance of membership.
ARTICLE V – BUSINESS MEETING OF MEMBERSTOP
SECTION 1. These meetings shall be held at such time and place as shall be determined at the prior meeting, or failing such determination, at such time and place as the Council may fix. Business Meetings will take place during the Society’s biennial International Congress. All members may attend the Business Meeting but only Full and Emeritus members will have the right to vote. The agenda of the Business Meeting shall be determined by the Council upon proposal of the Secretary. Relevant subjects can be added to the agenda by the members, providing a written request to the President or Secretary is given one week in advance of the Business Meeting. A report by the President, the Secretary, and the Treasurer shall be given during the Business Meeting.
SECTION 2. Each eligible member shall be entitled to one vote upon each question submitted to a vote of the Members. Members entitled to vote must do so in person and not by proxy.
SECTION 3. A majority of votes properly cast upon any questions shall decide the question, except in any case where a larger vote is required by law, these bylaws or otherwise.
SECTION 4. The President, or in his/her absence the President-Elect, or in his/her absence an Officer of the Council, shall preside at meetings of the members. The Secretary shall keep records of any meeting of the members. In the absence of the Secretary, the presiding officer may appoint a secretary pro tem.
SECTION 5. At least one month, but not more than six months before any Business Meeting, the Secretary shall forward to each voting member electronic ballots by means of which such Member may vote on any matter that the Council determines should be presented to the Members for their consideration and action, along with such other materials as the Council or the President shall designate. The deadline for the return of ballots will not be less than one month from the date they were sent. The results of any ballots will be presented at the subsequent Business Meeting of Members.
ARTICLE VI – COMMITTEESTOP
SECTION 1. Committees may be appointed or designated by the Council, by resolution, to function on behalf of the Council in a manner provided in the aforementioned resolution or as prescribed in these bylaws. Committees constituted by any other means shall not be recognized as representing the Society.
SECTION 2. Each committee shall have a Chairman and Secretary that may be elected by the committee if one is not named by the President of the Society, who will make appointments to committees except when committee composition is prescribed by these bylaws.
SECTION 3. Reports of all committee meetings shall be submitted to the Council for approval.
ARTICLE VII – ELECTIONSTOP
SECTION 1. At least 6 months but not greater than 12 months before the Business Meeting of Members to be held at the time of the biennial International Congress, the Secretary or designate shall send to each member a notice stating the offices among the elected Officers and the Councilors to be filled by elections and requesting submission of nominations in filling such vacancies. A person may be nominated if his/her name is submitted in writing signed by at least two Full or Emeritus Members and accompanied by a four-line summary of his/her curriculum vitae, as well as written acceptance to stand for election. Nominees are not able to be nominated for more than one vacancy on Council per election year. In the event that sufficient nominations are not received prior to the time limit of 6 months, the Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee for each vacancy among the elected Officers and Councilors.
A list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Business Meeting of Members. Officers and Councilors shall be elected by a majority vote of the Members and will assume office at the Business Meeting of the biennial International Congress.
ARTICLE VIII – EXECUTION OF DOCUMENTSTOP
SECTION 1. All checks and drafts drawn upon the Society’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorized from time to time by the Council, which may in its discretion authorize any such signature to be facsimile.
SECTION 2. Unless otherwise prescribed in these bylaws all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or President-Elect, Secretary, or Treasurer, provided, however, that the Council may in its discretion, require any or all of such instruments to be signed by any two or more of such Officers, or may permit any or all such instruments to be signed by such other agent or agents as it shall thereunto authorize from time to time.
ARTICLE IX – AMENDMENTS TO BYLAWSTOP
SECTION 1. These bylaws may be amended by a recommendation of the Council to the membership either at the Business Meeting or by correspondence. The change(s) will become effective upon an affirmative vote of two-thirds of the Full and Emeritus members voting.