Bylaws of the International Pancreas and Islet Transplantation Association

These bylaws were amended on February 20, 2013 and
approved by Council on February 28, 2013 and by the membership on April 5th, 2013.

ARTICLE I: GENERALTOP

Section 1. Principal Office. The name of the corporation shall be 'International Pancreas and Islet Transplant Association,' (the "Association") to be abbreviated as IPITA. The Association was founded on June 27, 1993, in Amsterdam and shall be a non-profit corporation registered with the Amsterdam Chamber of Commerce. 

The principal office of the Association shall be located at The Transplantation Society International Headquarters, Suite 605, 1255 University Street, Montréal, Quebec, Canada or any other location as the Council of the Association shall from time to time determine to best serve the purposes of the Association. The principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Association. The principal office shall report to the Council of the Association, as the Council may require. 

ARTICLE II: OBJECTIVES TOP

Section 1. Objectives. The objectives of the Association are: a) to promote and encourage research and training relevant to transplantation of insulin producing tissue in the treatment of diabetes mellitus; b) to provide a scientific forum for the exchange and discussion of clinical and experimental results and experiences relevant to transplantation of insulin producing tissue in the treatment of diabetes mellitus; c) to promote and encourage contacts between clinical and experimental researchers from different institutions and from all pertinent disciplines, irrespective of their country of origin, by any scientifically and ethically warranted means, such as the provision of support in the planning and execution of collaborative studies, and the pursuit of collaboration with other associations, societies, institutions or organizations serving similar purposes.

ARTICLE III: MEMBERSHIPTOP

Section 1. Categories of Membership. Membership of the Association shall consist of those individuals who were on the membership roll of the Association at the conclusion of its Founding Meeting on June 27, 1993, and/or have been elected to membership as prescribed below.

There shall be five categories of members: Full Members, Emeritus Members, Trainee Members, Allied Health Members and Supporting Members.

Full Members shall be those who have submitted a membership application sponsored by two Full Members, in good standing, of the Association and received approval by the Council. Full Members shall be physicians, surgeons, scientists, or other specialists, who are actively engaged in the science or clinical practice of organ, cell and tissue transplantation.  Full Members are eligible to vote in IPITA affairs and policy decisions.

Emeritus Members shall be Full Members who have attained the age of 65 years or have retired from active practice in the field of transplantation and who formally request Emeritus membership status.  Emeritus Members shall not have the right to vote or hold office on the Council but may serve on committees. Emeritus Members shall be exempt from payment of annual membership dues.

Trainee Members shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and clinical practice of organ, cell and tissue 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 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 sponsored by two Full Members, in good standing, of the Association or if still in training, by submission of a letter from the Program Director confirming the candidate and clinical practice of organ, cell and tissue transplantation, and the year of completion, followed by approval by the Council.

Allied Health Members shall include individuals who have an interest in islet and pancreas transplantation and are actively working in this field.  Their status must be confirmed by their professional association card.  This membership category could 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, but are ineligible to be an Officer or Councilor of the Association. 

Supporting Members shall be individuals, institutions or firms offering substantial annual financial support to the Association. Supporting Members shall not have the right to vote and shall not be eligible to be Officers.

Section 2. Privileges and Obligations of Members. Every member shall have the right to attend and participate in Business Meeting of the Association. The privileges of Members with regard to participation in scientific sessions of the International Congress of the Association, the submission of papers and other matters shall be established by the Council. Full and Trainee Members shall pay membership fees. The fees shall be annual and established by the Council after consideration of reports by the Secretary and the Treasurer. Membership shall be forfeit if fees are not paid for three consecutive years. Emeritus Members shall be exempt from the membership fee. Supporting Members shall pay an annual membership fee to the amount as approved by the Council.

Section 3. Termination of Membership. Written resignation addressed to the Council, death or default of payment of membership fees for three consecutive years shall cause membership of the Association to be terminated.  Membership may also be terminated by the Council on the basis of ethical misbehavior or action against the principles of the Association.

ARTICLE IV: BUSINESS MEETING OF MEMBERSTOP

Section 1. Business Meeting. A Business Meeting of the Members shall be called at least every second year by the Council and each Business Meeting shall coincide with the Congress of the Association. All members may attend a Business Meeting but only Full Members shall have the right to vote. The agenda for a Business Meeting shall be determined by the Council on proposal of the Secretary. Relevant subjects can be added to the agenda by the members, providing a written request to the President or the 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. Reports of the individual committee chairmen to the Council shall be referred to by the President.

Section 2. Action of Members. 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, the Certificate of Incorporation of the Association, these bylaws or otherwise.

Section 3. Votes. Each Full Member shall be entitled to one vote upon each question submitted to a vote of the Members. Members entitled to vote at a meeting must do so in person.

Section 4. Conduct of Meetings. 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 Members. In the absence of the Secretary, the presiding officer may appoint a secretary pro tem.

Section 5. Ballots. At least 1 month, but not more that 6 months before any meeting of Members, the Secretary or designate shall mail to each Full Member electronic ballots by means of which such Full Member may vote in any election and upon any proposed amendment of these bylaws, or upon any other matter designated by the Council, along with such other materials as the Council or the President shall designate. The deadline for the return of ballots will not be less that two weeks from the date they were sent. The results of any ballots will be presented at the subsequent Business Meeting of the Members.

ARTICLE V: COUNCILTOP

Section 1. Management of the Association. The business and affairs of the IPITA shall be managed and controlled by a board of Officers, who shall be known as the Council of the Association.

Section 2. Members of the Council. The Council shall consist of the President, the Vice President (also President-elect), the Immediate Past President, the Secretary, the Treasurer and five Councilors and shall take into consideration representation from North America, Europe, Asia/Latin America/Africa/Middle East and Oceania. The Association shall strive to achieve Council representation from each of these three regions, but the number of Councilors from any one region shall not exceed the proportion of members in good standing from that region in the society. The Association will strive to achieve a balance of Council representation between council members specializing in islet versus pancreas as well as scientific disciplines versus clinical practitioners.

The position of President-Elect, Secretary and Treasurer shall be chosen by the current Council of the Association from among those members who have served at least one full term on the Council. The five remaining Councilors shall be elected from all Full Members in good standing of the Association.

Section 3. Terms of Office. The President, Vice-President (President-Elect) and 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 meeting of the Members at which the results of the election ballots for their successors are announced. They may not succeed themselves in a consecutive term. The Treasurer, Secretary and Councilors shall serve for at least four years, until their successors are installed in office, which shall occur as the last item of business at the meeting of the Members at which the results of the election ballots for their successors are announced. They may not succeed themselves in a consecutive term. 

Section 4. Vacancies. Any Officer or Councilor may resign his/her office by giving written notice to the President. Upon resignation or death of a member of the Council, the President shall appoint a successor to serve until the next Business Meeting. Any Officer or Councilor may be removed for cause by a vote of two thirds of the Council members then in office or by vote of a majority of Full Members.

Section 5. Member Status. Only Full members in good standing shall be eligible for election as Officers, and should remain as members in good standing throughout their term.

Section 6. Meetings. Regular meetings of the Council shall be held at such times and such places as may from time to time be fixed by resolution of the Council. 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 4 Council members. Notice of meetings shall be 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. 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 7. Quorum. A majority of the Council shall constitute a quorum for the transaction of business.

Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of the Council, or at any committee thereof, may be taken without a meeting if a majority of the members of the Council or Committee consent thereto by one or more written instruments submitted to the Association'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 VI: OFFICERSTOP

Section 1. Term of Office. Council Classification. The elected Officers of the Association shall consist of a President, a Vice President (also President-Elect), a Secretary, a Treasurer and five Councilors, all of whom must be Full Members in good standing. In addition the retiring President will remain as a voting member for a further 2 years after retirement and serve as the Immediate Past President The Council members (excluding the President-Elect) shall be elected by the Membership as prescribed in Article IV, Section 5 of these bylaws.

The President of the Council shall be the chief executive officer of the Association and shall be elected for two years. The President shall ensure respect of the constitution of the Association as set forth in these Bylaws and uphold the rules and regulations of the Association, direct discussions of the Council and at the Business Meeting, formulate propositions for submission to the Council and proclaim decisions by the Council and the Membership. At the end of the 2-year term of office the retiring President will remain as Past-President and a voting member of the Council for a further 2 years.

The Vice President shall act in the absence of the President in all or any of the duties listed above. The Vice President shall be elected for two years. The Vice President is also President-Elect. The President-Elect shall succeed to the office of the President upon completion by the President of his/her term in office or upon an earlier vacancy in the office of the President.

The Secretary shall be elected for four years. The Secretary shall set up the agendas for and keep the minutes of all meetings of the Council and the Business Meeting and maintain the membership roster. The Secretary shall be responsible for the organization of the meetings of the Council and of the Business Meeting and for written reports and printed correspondence issued in the name of the Association. The duties of the Secretary shall include the registration of documents and the establishing of contracts with other associations, societies, institutions or organizations as directed by the President. The Secretary shall also coordinate communications between the Council and any specially constituted committees.

The Treasurer shall be elected for four years. The Transplantation Society (TTS) Administrative Office, on behalf of IPITA, collects IPITA membership dues and manages the financial accounts of IPITA in collaboration with the Treasurer.  The Treasurer shall be responsible for oversight and supervision of all funds of the Association. The Treasurer shall be responsible for reporting defaults of membership dues payments to the Council. TTS shall provide financial statements to the Treasurer upon request. The Treasurer shall maintain records of expenses and accounts of the Association and shall render to the President and to the Council, whenever requested, an account of the financial condition of the Association and shall report to the Council and to the Membership at the biennial Business Meeting and shall submit financial statements certified by any group of individuals chosen by the Council.

The Immediate Past President shall assume this position on completion of his/her term as President.

Section 2. Compensation. All Officers shall serve without compensation.

Section 3. Other Duties. Councilors shall serve on committees of the Council and shall perform such duties as may be delegated to them by the President. They shall be elected for four years.

ARTICLE VII: COMMITTEESTOP

Section 1. Committees. Committees may be appointed or designated by resolution of the Council to function on behalf of the Council in a manner provided in the resolution of the Council. Committees constituted by any other means shall not be recognized as representing the Association.

Section 2. Reporting. Committee reports shall be submitted to the Council for approval.

ARTICLE VIII: MEETINGS AND PUBLICATIONSTOP

Section 1. Biennial Congress. The Association shall meet and organize a scientific Congress every two years. These meetings will be organized by a Local Organizing Committee. This Committee answers directly to the President and the Council who are automatically ex officio members of it.

Section 2. Logistics. The date and place of the biennial Congress, including the composition of the Local Organizing Committee, is decided upon by the membership either at the Business Meeting of the Association or by correspondence and based on propositions by the Council. Geographical parity will be considered when Council is evaluating candidate venue bids to put forth for final selection of meeting venues by the membership.

Section 3. Program. The format of the Congress and the composition of the Scientific Program Committee will be determined by the Council, on the basis of a suitable proposal by the Local Organizing Committee.

Section 4. Publications. The Council will decide on the publisher for the Proceedings of the Congress, on the basis of a suitable proposal by the Local Organizing Committee.

Section 5. Additional Meetings. Supplementary meetings on special topics may be organized within the framework of the Association with the approval of the Council.

ARTICLE IX: ELECTIONSTOP

Section 1. Elections of Officers and Councilors. At least 6 months but not greater than 12 months before the Business Meeting of the Members, 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. Candidates for election as Officers are to be nominated by the Council or by any two regular members, and submitted to the TTS office by the deadline set by the TTS office and Council in accordance with established nominating procedures. The Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee representing the criteria previously outlined in these bylaws.  Nominations will be reviewed by the Council and a list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Congress Business Meeting. Officers shall be elected by a majority vote of the Members and will assume office at the Congress Business Meeting.

ARTICLE X: EXECUTION OF DOCUMENTS BY THE CORPORATIONTOP

Section 1. Execution of Checks, Notes, Etc. All checks and drafts drawn upon the Association’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. Execution of Contracts, Assignments, Etc. Unless otherwise prescribed in these bylaws all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or Vice-President, the 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 XI: AMENDMENTSTOP

Section 1. These Bylaws may be amended by 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 Members voting. The original text of these bylaws has been approved and confirmed by the Founding Members of the Association during their official meeting in Amsterdam, The Netherlands, on June 27, 1993.