By-Laws of the International Xenotransplantation Association

International Xenotransplantation Association
A Section of The Transplantation Society
June 2012

ARTICLE I: OFFICESTOP

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

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

ARTICLE II: MEMBERSHIPTOP

SECTION 1. Categories of Membership. There shall be five categories of membership—full, associate, junior, emeritus, and honorary.

Full Members shall be investigators in the broad field of xenotransplantation who have contributed by their work to the advancement of knowledge in the field. A requirement of Full Membership is that the person must be a Member of the Society. Full Members shall be eligible to vote at the Business Meetings of the Association and to be an Officer or Councilor of the Association.

Associate Members shall be persons with an interest in xenotransplantation who do no wish, or are ineligible, to be Members of the Society. Associate Members shall have no voting rights and shall be ineligible to be an Officer or Councilor of the Association. Members of the Society are ineligible to be Associate Members of the Association.

Junior Members shall be persons with an interest in xenotransplantation who are in training positions (which must be confirmed by the signature of their supervisor), and who may or may not be Junior Members of the Society. Junior Members shall have no voting rights and shall be ineligible to be an Officer or Councilor of the Association.

Emeritus Members shall be full members who have attained the age of 65 years or have retired from practice in the field of transplantation and who formally request emeritus membership. 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.

Honorary Members shall be proposed, seconded and elected by a majority vote of the Full Members of the Association at a Business Meeting of the Association. Honorary Members shall be persons who have made major contributions to the field of xenotransplantation, and need not necessarily be members of the Association or of the Society. 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 Society 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 Society may apply to become a Full Member of the Association by submitting a written application to the Secretary. Any person who is not a Member of the Society may apply to become an Associate or Junior Member of the Association by submitting to the Secretary a written application supported by the signature of one Full Member. The Secretary shall transmit the application to the Council. The Council, by a vote of a majority of its members, shall approve and elect Full Members, Associate Members, Junior Members, and Emeritus 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 International Congresses of the Association, the submission of papers and other matters shall be established by the Council. All Members, except Honorary and Emeritus 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 two consecutive years will be removed from the Association at the Council meeting of the second year for which payment has not been received. As a condition of membership, all Members shall adhere to the published ethical guidelines of the TTS and IXA.

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 Society’s biennial International Congresses.

SECTION 2. Quorum. Action of Members. Except as otherwise provided by law or by the Certificate of Incorporation of the Society, 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 Society, 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, a chairman selected by the Full 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. Mail Ballots. At least 3 months, but not more than 8 months before any meeting of Members, the Secretary-Treasurer shall mail to each Full Member mail and 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 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. The Council shall contain at least one member from each of 3 areas: Europe, the Americas, and Asia/Oceania. 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 mail and/or electronic ballot of all Full Members in the manner provided in these bylaws. The current President of The Transplantation Society (or his/her designee), the immediate past president of the Association and the IXA Ethics Committee Chair shall be ex officio non-voting members of IXA Council during their term of office.

SECTION 3. Term of Office. Classification.

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 for vacancies 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 4. Vacancies. A vacancy in the Council may be filled at the discretion of the remaining members of the Council for the balance of the original term. The person appointed in these circumstances would be eligible as a candidate for election to the same or any other office at the next election of Officers and Councilors.

SECTION 5. 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 6. 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.

SECTION 7. 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 8. Compensation. Councilors and elected Officers of the Association shall not receive compensation for their services.

SECTION 9. 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 Full Members.

SECTION 10. 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 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 mailed 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. The presence of the President (or, in his/her absence, a deputy designated by the President) and 4 other members of the Council shall constitute a quorum.

SECTION 11. 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 12. Quorum. A majority of the Council shall constitute a quorum for the transaction of business.

SECTION 13. 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 Society. 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 appoint committees of its members from time to time to do such things and have such powers and serve upon such terms as the resolution establishing the committee shall provide.

SECTION 2. Program Committee. The Program Committee shall consist of the President, Secretary-Treasurer, and two Councilors, one of whom shall be appointed Program Secretary by the President. The Program Secretary shall call for applications from institutions and groups interested in organizing a future biennial International Congress and shall submit these applications to the Council who shall decide on forthcoming venues. The Council may or may not choose to invite the Full Members to vote on the venue of any future International Congress. The Program Secretary shall then oversee all aspects of the preparations and arrangements for the Congress with the local organizing committee, and shall report from time to time to the Program Committee and to the Officers and Council on the progress of these preparations. The Program Committee shall oversee the development of the scientific program, in as much detail as it sees fit, with the local organizing committee. The Program Secretary shall keep records of the actions of the Program Committee and shall 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 not greater than 12 months before the Business Meeting of Members to be held at the time of the biennial International Congress, 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 of nominations in writing to fill such vacancies. The deadline for receipt of nominations shall not be less than 2 months from the date of the request for nominations. A person shall be nominated if his/her name is submitted by a writing or writings signed by at least 3 Full Members, who should also submit a five line summary of the nominee’s curriculum vitae and include the nominee’s written acceptance to stand for election. Within 2 months of the deadline for receiving nominations, the Secretary-Treasurer shall arrange a ballot of all Full Members to fill the vacancies, as prescribed in Article III of these bylaws. The results of this ballot shall be announced at the next regular meeting of Members.

ARTICLE VII: 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. 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 VIII: WAIVERS OF NOTICETOP

Whenever any notice is required to be given by law, or under the provisions of the Certificate of Incorporation of the Society 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 attorney’s thereunto authorized, whether before or after the event or action to which such notice relates.

ARTICLE IX: 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 X: AFFILIATED ASSOCIATIONSTOP

Formally constituted national or regional xenotransplantation 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 XI: AMENDMENTSTOP

A majority of Full Members present in person at a Business Meeting or a majority of those voting in a mail and/or electronic ballot of all Full Members may alter, amend or repeal these bylaws and adopt new bylaws. An amendment must be proposed in writing by 10 Full 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 ballot of all Full Members.