The name of the corporation shall be The International Society for Organ Donation and Procurement (the “Society”). The Society shall be a non-profit corporation.
The Society shall have and continuously maintain in the State of Delaware a registered office, and a registered agent whose office is identical with such registered office. Such registered office shall be subject to change from time to time by the Council (as hereinafter defined). The registered office of the International Society for Organ Donation and Procurement shall be that of The Transplantation 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 the Council.
The principal office of the Society shall be located at The Transplantation Society International Headquarters, 1255 University Street, Suite 605, Montreal, Quebec, Canada, or any other location as the Council of the Society shall from time to time determine to best serve the purposes of the Society.
The mission of the Society shall be as set forth in the Certificate of Incorporation of the Society (the “Society”).
There shall be three categories of membership in the Society: Full Members, Trainee Members, and Emeritus Members (each a “Member”).
A person may apply to become a Member by submitting a completed application along with the necessary documentation. Persons still in training who are applying to become Trainee Members must submit a letter from their program director confirming their status as a trainee, the nature of the training program and the estimated year of program completion.
Every Member shall have the right to attend and participate in meetings of the Members of the Society (“Business Meetings”). The privileges of Members with regard to participation in scientific sessions of the International Congresses, the submissions of papers and other matters shall be established by the Council. All Members except for Emeritus Members shall pay dues in such amounts and for such periods as the Council shall from time to time determine. The Council may, in determining dues, take into consideration special circumstances or Members’ places of residence. Any Member who fails to pay dues for one or more consecutive years shall be removed from the Society at the Council meeting following the end of the first year for which payment has not been received.
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. 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.
Any Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Upon written request signed by a former Member and filed with the Secretary, the Council may, by the affirmative vote of two-thirds of the Council, reinstate such former Member to membership upon such terms, as the Council may deem appropriate.
Membership in the Society shall not be transferable or assignable.
Business Meetings shall be held at such time and place as shall be determined at the prior Business Meeting, or failing such determination, at such time and place as the Council may fix. Business Meetings will generally take place during the Society's biennial International-Congresses.
Written notice stating the place, day and hour of any Business Meeting shall be delivered, either personally or by mail, facsimile or electronic mail to each member entitled to vote at such Business Meeting, not less than 1 month but not more than 6 months before the date of such Business Meeting, by or at the direction of the President, or the Secretary, or the Officers or persons calling the Business Meeting. In case of a special Business Meeting or when required by statute or by these by-laws, the purpose or purposes for which the Business Meeting is called shall be stated in the notice. If sent via electronic mail, the notice of a Business Meeting shall be deemed to be delivered when sent to the Member at his/her electronic mail address or facsimile number as the same appears on the records of the Society.
At every Business Meeting occurring during the Society's biennial International-Congresses, in addition to any other business that may be transacted, the report of the Council and the financial statements of the Society for the preceding year thereon shall be presented to the Members.
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 Business Meeting must do so in person but not by proxy.
The President, or in his/her absence a President-Elect, or in his/her absence, a chairman selected by the Members present, shall preside at all Business Meetings. The Secretary shall keep the records of any Business Meetings. In the absence of the Secretary, the presiding Officer may appoint a secretary pro tem.
At least 1 month but not more than 6 months before any Business Meeting, the Secretary shall forward to each voting Member 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 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.
The President, the Council, or not less than one-tenth of the members having voting rights may call special Business Meetings.
Any action required by law to be taken at a Business Meeting, or any action which may be taken at a Business Meeting, may be taken without a Business Meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Members entitled to vote with respect to the subject matter thereof.
Ten (10) Members shall constitute a quorum at any Business Meeting. If a quorum is not present at any Business Meeting, a majority of the Members present may adjourn the Business Meeting from time to time without further notice.
The business and property of the Society shall be conducted and managed by a Board of Directors, which shall be called the Council of the Society (the “Council”).
The Council shall consist of no fewer than 8 and no greater than 18 members (each a “Councilor”) as determined by the Council from time to time. The Officers of the Society shall comprise of a President, a Past President, a President-Elect, a Secretary and a Treasurer. The remaining Councilors shall be at-large Councilors. The Society shall make reasonable efforts to include among such at-large Councilors at least one representative from each of the following regions: North America, Latin America, Europe, Asia, Africa/Middle East and Oceania. Each Councilperson shall be a Full Member of the Society in good standing at the time of his/her nomination, election and during his/her term in office. Officers of the Society (each an “Officer”) shall be elected from among those Councilors who have served a minimum of two (2) years on the Council or in the event of insufficient nominees, a member of ISODP agreed upon by the members of the current Council. Councilors shall be elected from all the Members of the Society in the manner provided in these by-laws. The Council may also have participants without voting authority (each an “Advisor”). Up to three Advisors may be appointed by the President in their discretion and must be approved by a majority vote of the Council. An Advisor must have been a previous Councilor who left the Council in good standing. An Advisor shall serve until the end of the term of the President appointing that Advisor, unless earlier removed by a majority vote of the Council. Advisors may not serve in this position for more than three consecutive 2 year terms.
The President 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 Business Meeting at which the results of the election ballots for their successors are announced. The President and Past President may not serve in these positions for more than 2 consecutive terms. The President-Elect shall serve for 2 years, until the end of the Business Meeting at which the results of the election ballots for their successor is announced. The Secretary and Treasurer shall normally serve for 4 years until the end of the Business Meeting at which the results of the election ballot are announced. The President-Elect, the Secretary, and the Treasurer may not serve in these positions for more than 2 consecutive terms. Councilors at-large shall serve for 4 years and until their successors are installed in office, which shall occur as the last item of business at the Business Meeting at which the results of the election ballots for their successors are announced. Councilors at-large may not serve in these positions for more than 2 consecutive terms.
A vacancy in the Council may be filled at the discretion of the remaining Councilors. In the case of a Secretary or Treasurer, the successor elected in these circumstances may succeed himself/herself even though he/she has served a fractional term prior to his/her election.
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 business and affairs of the Society 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. The President shall be the chairman of the Council and the chairman of Executive Committee.
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. 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.
The Immediate-Past-President shall assume this position on completion of his/her term as President, and shall serve as an advisor and consultant to the President.
The Secretary shall be responsible for the minutes of all meetings of the Council; ensuring that all notices are duly given in accordance with the provisions of applicable law and these By-laws. Moreover the Secretary is responsible for convocation of Council meetings and other meetings. The list of membership of the Society, each committee and the Council shall be kept in the office of the Transplantation Society TTS. The Secretary shall work in close cooperation with the TTS office.
The Treasurer shall be responsible for all funds, securities, receipts and authorized disbursements of the Society, and shall deposit, or cause to be deposited, in the name of the Society, 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. The Treasurer 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 annually to the Council and shall submit financial statements compiled by independent public accountants chosen by the Council to the Council and Members at each regular Business Meeting. In general, the Treasurer shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him/her by the Council. The accounts of the Society shall be managed by The Transplantation Society International Headquarters. The Treasurer is obliged to closely work together with this office.
Neither Councilors nor Officers shall receive compensation for their services.
Any 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.
A Councilor or Officer may be removed for cause by a vote of two thirds of Councilpersons then in office.
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 four Councilors. Notice of meetings shall be given in writing delivered by electronic mail not less than 14 days before such meeting. If sent via electronic mail, the notice of a meeting shall be delivered when sent to the Councilor at his/her electronic mail address as the same appears on the records of the Society. Meetings may be held at any time and place without notice if all the Councilors are present or if those not present shall, before or after the meeting, waive notice thereof. Councilors may participate in a meeting of the Council by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Any 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 Councilors or committee consent thereto in writing following written notice of the proposed action to all Councilors 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.
The Council may establish additional responsibilities of each of the Officers from time to time.
No Councilor or Officer of the Society shall be liable to the Society for the acts, receipts, neglects or defaults of any other Councilor or Officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Society shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Society or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto, unless the same results in a transaction from which he derived improper personal benefit or which results from acts or omissions not in good faith, intentional misconduct or knowing violation of law or due to his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Society, provided that nothing herein contained shall relieve a Councilor or Officer from the duty to act in accordance with applicable law or relieve him from liability under applicable law. The Councilors and Officers of the Society shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the Council.
The Society shall, to the fullest extent permitted by applicable law, indemnify and defend its Councilors and Officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Society or other entity) by reason of the fact that such Councilor or Officer is or was a Councilor or Officer of the Society or is or was serving at the request of the Society as a trustee, councilor, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such Councilor or Officer in connection with such action, suit or proceeding, except as otherwise provided in Section 5.19 below. A Councilor or Officer of the Society entitled to indemnification under this Section 5.17 is hereafter called a “person covered by Section 5.17 hereof.”
Expenses incurred by a person covered by Section 5.17 hereof in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Society in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person, but such indemnities shall be required to repay such amount to the Society if it shall ultimately be determined that such person is not entitled to be indemnified by the Society under Section 5.19 below.
No indemnification under Section 5.17 nor the payment or expenses as provided in Section 5.18 shall be provided to a person covered by Section 5.17 hereof (a) if a final unappealable judgment or award establishes that such Councilor or Officer engaged in self-dealing, willful misconduct or recklessness; (b) for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) which have been paid directly to such person by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Society or other enterprise; or (c) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the Society, which written consent shall not be unreasonably withheld, conditioned or delayed. The Council is hereby authorized, at any time by resolution, to add to the above list of exceptions from the right of indemnification under Section 5.17 and the advancement or reimbursement of expenses under Section 5.18, but any such additional exception shall not apply with respect to any event, act or omission which has occurred prior to the date that the Council in fact adopts such resolution. Any such additional exception may, at any time after its adoption, be amended, supplemented, waived or terminated by further resolution of the Council of the Society.
The Officers of the Society shall comprise the Executive Committee. The Executive Committee shall be responsible for the general supervision of the Society's daily business; the organization of the Society’s biennial Congress; the nomination of additional Officers and Councilors and such other powers as delineated by the Council from time to time.
The Council may appoint other committees, both standing and special, from time to time for tasks as determined by the Council. Minutes of each committee meeting shall be submitted to the Executive Committee for approval and copies thereof shall be retained by the Secretary of the Society.
Except where otherwise stipulated by the President, the presence of one-half of more of the members of any committee shall be a quorum and all committee actions are subject to a simple majority vote of all committee members present at any such committee meeting. Any and all actions by any committee shall be subject to review and approval by the Council.
One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Each committee may adopt rules for its own government not inconsistent with these By-laws or with rules adopted by the Council.
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.
Except as otherwise provided in Section 8.1 above all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by two of members of the Executive Committee.
The Council may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society.
International Society for Organ
Donation and Procurement
505 Boulevard René-Lévesque Ouest
Montréal, QC, H2Z 1Y7