By-Laws of Intestinal Transplant Association

By-Laws unanimously approved and confirmed by a majority of the membership on May 8th, 2015.

ARTICLE I: OFFICETOP

SECTION 1. Principal Office. The registered office of the Intestinal Transplant Association (the “Association”) shall be that of The Transplantation Society International Headquarters, located in the City of Dover, County of Kent, State of Delaware, USA, and a registered agent in charge thereof shall be appointed by the Council.

SECTION 2. Other Offices. The Association may also have offices at such places, within or without the State of Delaware, as the Council of the Association may from time to time determine or the business of the Association may require.

ARTICLE II: MEMBERSHIPTOP

SECTION 1. Categories of Membership. There shall be four categories of membership – Full, Allied Health, Trainee, and Honorary.

Full Members shall be investigators in the broad field of intestinal transplantation with an interest in intestinal failure and transplantation who have contributed by their work to the advancement of knowledge in the field. Full Members shall be eligible to vote at the Business Meetings of the Association and to be an Officer or Councilor of the Association.

Allied Health Members shall be persons who have an interest in intestinal failure and transplantation and who have contributed to the advancement of knowledge in the field. Their status must be confirmed by their professional association card. 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. They shall, however, have one protected Allied Health position on the Council as prescribed in Article IV, Section 3 of these bylaws, and shall have a reduced membership fee.

Trainee Members shall be persons with an interest in intestinal failure and transplantation that are in training positions (which must be confirmed by the signature of their supervisor). Trainee Members shall have no voting rights and shall be ineligible to be an Officer or Councilor of the Association.

Honorary Members shall be proposed, seconded and elected by a majority vote of the voting Members of the Association via email or at a Business Meeting of the Association. Honorary Members shall be persons who have made major contributions to the field of intestinal transplantation, and need not necessarily be members of the Association. They shall have the rights of Full Members (including receipt of any official journals of the Association), but shall not be required to be members of the Association or to pay dues to the Association, and will not be eligible for election as an Officer or Councilor.

SECTION 2. Selection of Members. Any Member of the Association may apply to become a Full Member or Allied Health member of the Association by submitting a written or electronic application to the Secretary-Treasurer. Any person who is not a Member of the Association may apply to become a Trainee Member of the Association by submitting to the Secretary-Treasurer a written application supported by the signature of one voting Member. The Secretary-Treasurer shall transmit the application to the Council. The Council, by a vote of a majority of its members, shall approve and elect Full Members, Allied Health Members, and Trainee Members

SECTION 3. Privileges and Obligations of Members. Every Member shall have the right to attend and participate in Business Meetings of the Association. The privileges of Members with regard to participation in scientific sessions of the Symposium of the Association, the submission of papers and other matters shall be established by the Council. All Members, except Honorary Members, shall pay dues in such amounts and for such periods as the Council shall from time to time decide. Any Member who fails to pay dues for one consecutive year will be removed from the Association at the Council meeting of the first year for which payment has not been received.

SECTION 4. Termination of Membership. 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 Association. Such termination shall require a two-thirds vote of the Council after the Member in question is afforded an opportunity to appear before the Council and appeal for continuance of Membership.

ARTICLE III: BUSINESS MEETINGS OF MEMBERSTOP

SECTION 1. Business Meetings. 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. In general, it is understood that meetings will take place during the Association’s biennial International Congresses and during The Transplantation Society’s biennial International Congresses.

SECTION 2. Quorum. The presence in person at any meeting of 20 Full Members shall constitute a quorum for the transaction of business. If a quorum is present at the beginning of the meeting, a quorum shall be deemed throughout the meeting for all purposes. At any meeting at which a quorum is present, a majority of the votes properly cast upon any question 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 voting 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, a chairman selected by the voting Members present, shall preside at meetings of the Members. The Secretary-Treasurer shall keep records of any meeting of Members. In the absence of the Secretary-Treasurer, the presiding officer may appoint a secretary pro tem.

SECTION 5. Ballots. Ballots for Council elections should be sent by email from the Secretary-Treasurer to all voting Members at least 3 months, but no more than 10 months before any Business Meeting of Members, along with any proposed amendments of these bylaws, or any other matter designated by the Council, or any other materials as the Council or President shall designate. The deadline for return of ballots will not be less than 1 month from the date they were sent. The results of any ballots will be presented to the subsequent Business Meeting of Members.

ARTICLE IV: COUNCILTOP

SECTION 1. Management of the Association. The business and property of the Association shall be conducted and managed by a Board of Directors which shall be designated the Council of the Association.

SECTION 2. Members of the Council. The Council shall be composed of 3 Officers, namely a President, a President-Elect, and a Secretary-Treasurer, and 6 Councilors. Each shall be a Full Member at the time of his/her nomination, election and during his/her term of office. 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. Councilors and Officers, other than the President, shall be elected by ballot of all voting Members in the manner provided in these bylaws. The President of The Transplantation Society shall be an ex officio non-voting member of Council during his/her term of office.

SECTION 3. Ad-Hoc Council Members. The Council shall also include Ad-Hoc Councillors, which shall be made up of 1 protected post for 1 Allied Health Professional (AHP) representative, 1 protected post for a representative of the Intestinal Transplant Registry and 1 protected post for the Chair of ISBTS Symposium. These representatives shall have permission to attend all Council meetings and will be eligible to vote on all Council decisions. The Allied Health Professional shall serve a 4-year term on the Council and be nominated in the same manner as outlined in Article 6, Section 1 of these bylaws. The Chair of the ITA Scientific Committee (or a designee recommended by the Committee) would serve as the Intestinal Transplant Registry representative to the Council.

SECTION 4. Term of Office. The President and President-Elect shall serve for 2 years and until their successors are installed in office, which shall occur as the last item of business at the meeting of Members at which the results of the election ballots for their successors are announced. They may not succeed themselves in a consecutive term.

The Secretary-Treasurer shall serve for 4 years and until the end of the meeting of Members at which the results of the election ballots for his/her successor are announced. He/she may not succeed himself/herself in a consecutive term.

Councilors shall serve for 4 years and until the end of the meeting of Members at which the results of election ballots are announced. The Councilors shall be divided into two classes of three each. The terms of the classes shall be staggered at 2-year intervals with three Councilors being elected at each election. Councilors may not succeed themselves in a consecutive term.

SECTION 5. Vacancies. A vacancy in the Council may be filled at the discretion of the remaining members of the Council until a postal or email ballot of all voting Members can conveniently be held. In the case of the Secretary-Treasurer or a Councilor, the successor elected in these circumstances may succeed himself/herself even though he/she has served a fractional term prior to his/her election.

SECTION 6. President. The President shall be chief executive officer of the Association. Subject to the directions of the Council, he/she shall have and exercise direct charge of and general supervision over the business and affairs of the Association and shall perform all duties incident to the office of a president of a corporation, and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 7. President-Elect. The President-Elect shall have and exercise such powers and shall perform such duties as from time to time may be conferred upon or assigned to him/her by the Council, or as may be delegated to him/her by the President. All nominees for President-Elect should have served at least one full term (4 years) on the Council prior to their nomination for President-Elect.

SECTION 8. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of all meetings of the Council. He/she shall see that all notices are duly given in accordance with the provisions of law and these bylaws. He/she shall keep the membership records of the Association and shall make and keep lists of the membership of committees of the Council and the Association, which lists he/she shall make available on request to the Members. The Secretary-Treasurer shall have charge and be responsible for all funds, securities, receipts and authorized disbursements of the Association, and shall deposit, or cause to be deposited, in the name of the Association, all Monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Council. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Association; and shall in any event report annually to the Council and shall submit financial statements certified by independent public accountants chosen by the Council to the Council and Members at each regular meeting of Members. In general, he/she shall perform all duties incident to the offices of a secretary and a treasurer of a corporation, and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 9. Compensation. Councilors and elected Officers of the Association shall not receive compensation for their services.

SECTION 10. Resignation and Removal. Any Officer or Councilor may resign his/her office by giving written notice to the President. Resignations shall be effective at the time specified upon receipt by the President. 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 voting Members.

SECTION 11. 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 have at least 1 face-to-face meeting and a minimum of 2 conference calls per year. 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 via email or postal mail 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 12. Action by Consent. Any action required or permitted to be taken at any meeting of 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 in writing following written notice of the proposed action to all members of the Council or committee. All written consents and any dissenting views shall be filed with the minutes of proceedings of the Council or committee as the case may be.

SECTION 13. Quorum. A majority of the Council shall constitute a quorum for the transaction of business.

SECTION 14. Central Business Office. The Association shall have a permanent Central Business Office, the place and supervision of which shall be at the discretion of Council of the Association. The Central Business Office shall be the custodian of all contracts, assignments and other legal documents and records of the Association. It shall undertake such duties as are assigned to it by Council.

ARTICLE V: COMMITTEES OF THE COUNCILTOP

SECTION 1. Committees. The Council may establish committees of Members or non-Members from time to time either as standing or special committees to do such things and have such powers and serve upon such terms as the resolution establishing the committee shall provide. Councilors, other than the President, shall serve on no more than one committee of the Association, not including committees of the Council. Each committee shall appoint a recording secretary from among its members to keep records of its actions and make such reports as the committee is directed to make by the Council.

ARTICLE VI: ELECTIONSTOP

SECTION 1. Elections of Officers and Councilors. At least 6 months, but no more than 12 months before the Business Meeting of Members to be held at the time of the biennial Symposium, the Secretary-Treasurer 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 via email or fax of nominations to fill such vacancies. The deadline for receipt of nominations shall be 1 month from the date of the request for nominations. A person shall be nominated if his/her name is submitted with a written signature or email of support from at least 2 voting Members, along with a five-line summary (100 words) of the nominee’s curriculum vitae and the nominee’s acceptance to stand for election. Within 1 month of the deadline for receiving nominations, the Secretary-Treasurer shall arrange a ballot of all voting Members to fill the vacancies, as prescribed in Article III, Section 5 of these bylaws. The results of this ballot shall be announced at the next regular meeting of Members.

ARTICLE VII: PUBLICATIONSTOP

SECTION 1. Publications. The Council may from time to time designate official publications of the Association. The Council may for this purpose authorize the President or other appropriate Officer to enter into contracts on behalf of the Association with the Publishers of one or more journals containing such terms as it may deem appropriate. The Council, subject to contractual obligations, may withdraw such designation at any time it determines to do so.

ARTICLE VIII: EXECUTION OF DOCUMENTS BY THE CORPORATIONTOP

SECTION 1. Execution of Cheques, Notes, etc. All cheques 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. Except as otherwise provided in Section 1 of this Article IX, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or the President-Elect, or the Secretary-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: WAIVERS OF NOTICETOP

Whenever any notice is required to be given by law, or under the provisions of the Certificate of Incorporation of the Association or of these bylaws, such notice may be waived in a writing signed by the person or persons entitled to such notice, or by his/her attorney or attorneys thereunto authorized, whether before or after the event or action to which such notice relates.

ARTICLE X: FISCAL YEARTOP

The fiscal year of the Association shall end on such date as the Council may by resolution specify and the Council may by resolution change such date for future years at any time or from time to time.

ARTICLE XI: AFFILIATED ASSOCIATIONSTOP

Formally constituted national or regional intestinal transplantation associations whose aims are consistent with those of the Association may, upon application to the Council and upon such terms as it shall deem appropriate, be designated by the Council as affiliated associations. The Council may authorize the execution of an agreement with such associations recognizing such designation and containing such other terms, as it shall approve.

ARTICLE XII: AMENDMENTSTOP

A majority of voting Members present in person at a Business Meeting or a majority of those voting in a postal or email ballot of all voting Members may alter, amend or repeal these bylaws and adopt new bylaws. An amendment must be proposed in writing by 10 voting Members and submitted to the President. The President shall submit the proposed amendment to the Council. A statement of the Council’s recommendations and a reasonably short statement setting forward the substance of, and the reasons for, the proposed change by those proposing the amendment shall be included in the presentations at the Business Meeting or in the postal or email ballot of all voting Members.

ARTICLE XIII: SECTION SYMPOSIUMTOP

The ITA Symposium should not be repeated in the same continent in subsequent years. The Chair of the Congress cannot be an Officer of the Association. TTS is to be nominated as the official Professional Congress Organizer (PCO) for all ITA future Symposia.