By-Laws of the International Hand And Composite Tissue Allotransplantation Society
The bylaws were amended on July 12th, 2017 and approved by Council on August 8th, 2017.
- ARTICLE I: GENERAL
- ARTICLE II: OBJECTIVES
- ARTICLE III: MEMBERSHIP
- ARTICLE IV: COUNCIL
- ARTICLE V: OFFICERS
- ARTICLE VI: BUSINESS MEETING OF MEMBERS
- ARTICLE VII: ELECTIONS
- ARTICLE VIII: COMMITTEES
- ARTICLE IX: MEETINGS AND PUBLICATIONS
- ARTICLE X: EXECUTION OF DOCUMENTS BY THE CORPORATION
- ARTICLE XI: AMENDMENTS
- ARTICLE XII: DISSOLUTION
- FOUNDING COUNCIL OF THE IHCTAS
ARTICLE I: GENERALTOP
The name of the Society is the “International Society of Vascularized Composite Allotransplantation” (the “Society”), to be abbreviated as ISVCA. The Society was founded in September 2002 in Varenna, Italy. The registered office of the Society shall be that of The Transplantation Society International headquarters (the “TTS”), located at Suite 1401, 505 Boulevard René-Lévesque Ouest, Montreal, Quebec, Canada and is a registered agent in charge thereof as appointed by the Council of the ISVCA.
ARTICLE II: OBJECTIVESTOP
The objectives of the Society are:
- To promote and encourage research and training relevant to Vascularized Composite Allotransplantation (VCA) as a functional unit.
- To provide a scientific forum for the exchange and discussion of clinical and experimental results and experiences relevant to Vascularized Composite Allotransplantation.
- To promote and encourage contacts between clinical and experimental researchers from different institutions all pertinent disciplines irrespective of their country of origin.
- To promote and facilitate support in the planning and execution of collaborative studies, and pursue collaboration with other associations, societies, and/or organizations serving similar purposes.
ARTICLE III: MEMBERSHIPTOP
Section 1. Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its Founding Meeting in September 2002. All future members must be elected to membership as prescribed below.
Section 2. There shall be three categories of members: Full Members, Honorary Members and Trainee Members.
Section 3. Full Members shall be physicians, surgeons, scientists, immunologists, or other specialists, who are actively engaged in the science or clinical practice of VCA transplant. Full Members are eligible to vote in ISVCA affairs and policy decisions. Full membership shall be gained by submission of a membership application sponsored by one Full Member in good standing of the Society to the Council, and approved by the Council of the Society.
Section 4. Honorary Members will be proposed by the Council and elected by a majority vote of the Full Members of the Society at the Business Meeting of the Society. Honorary Members shall be persons who have made major contributions in the field of VCA, and need not necessarily be members of the Society. The shall have the rights of Full Members, but shall not be required to pay dues to the Society and will not be eligible for election as an Officer or Councilor.
Section 5. Trainee Members shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science or clinical practice of VCA, who have completed training but are not yet qualified for full membership. No individual can stay in this category for more than six years. Trainee members shall have no voting rights and shall be ineligible to be an Officer or Councilor of the Society. Trainee membership shall be gained by submission of a membership application sponsored by one Full Member in good standing of the Society and the submission of a letter from the Program Director confirming the candidate’s status as a trainee, the nature of the training program and estimated year of completion, followed by approval by the Council.
Section 6. Full Members shall pay membership fees. The fees shall be annual and established by the Council after consideration of reports by the Secretary-Treasurer. Membership may be forfeited if fees are not paid for two consecutive years. Honorary Members shall be exempt from the membership fee. Every member shall have the right to attend and participate in Business Meeting of the Society.
Section 7. Written resignation addressed to the Council, death or default of payment of membership fees for two consecutive years may cause membership of the Society to be terminated. Membership may also be terminated by the Council on the basis of ethical misbehavior or action against the principles of the Society.
ARTICLE IV: COUNCILTOP
Section 1. The business and affairs of the Society shall be managed and controlled by a Board of Directors, who shall be known as the Council of the Society. The Council will include representatives of the main disciplines involved in Vascularized Composite Allotransplantation (VCA).
Section 2. The Council shall consist of four (4) Officers, namely a President, President-Elect, Secretary- Treasurer and Past-President, four (4) Councilors and a fifth Councilor representing the International Registry of Hand and Composite Tissue Transplantation. The Council shall strive to contain at least one member from each of the following three geographic areas: Europe, The Americas and Asia/Oceania/Middle East/Africa. Each shall be a Full member in good standing at the time of his/her nomination, election and during his/her term in office. The President- Elect shall succeed to the office of the President upon completion by the President of his/her term in office or upon any earlier vacancy in the office of President. Councilors and Officers shall be elected by electronic ballot of all Full and Honorary members in the manner provided in these bylaws. The fifth Councilor representing the International Registry of Hand and Composite Tissue Transplantation and will be elected by the Registry Directors. The Society has a conflict of interest policy and disclosure form of which member of Council is required to review and complete.
Section 3. The 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 Business Meeting of the Members at which the results of the election for their successors are announced. They may not succeed themselves in consecutive terms. The Secretary-Treasurer and Councilors shall serve for at least 4 years, 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 for their successors are announced. They may serve two consecutive terms.
Section 4. 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. Regular meetings of the Council shall be held at such time and place as may from time to time be fixed by resolution of the Council. In general, it is anticipated that the Council will meet annually. Notice of meetings shall be given in writing and emailed to each member of the Council not less than 14 days before such meeting. The Council may meet by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear
Section 6. A majority of the Council shall constitute a quorum for the transaction of business.
Section 7. 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 Society’s Secretary-Treasurer provided written notice of the proposed action has been given all members of the Council or the Committee, as the case may be.
ARTICLE V: OFFICERSTOP
Section 1. The Officers of the Society shall consist of a President, President-Elect, Secretary-Treasurer and 5 Councilors, all of whom must be Full Members in good standing throughout the duration of their term on Council. One of the Councilors will be a representative of the International Registry of Hand and Composite Tissue Transplantation (IRHCTT). 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 shall be elected by the Membership as prescribed in Article 7, Section 1 of these bylaws.
The President of the Council shall be the chief executive officer of the Society and shall be elected for two years. 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-Elect shall act in the absence of the President in all or any of the duties listed above. The President-Elect shall be elected for two years. 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-Treasurer 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. He/she shall keep the membership records of the Association and shall 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 also coordinate communications between the Council and any specially constituted committees. 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 Society; and shall in any event report annually to the Council and shall submit financial statements 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. The Secretary-Treasurer 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 Society. The duties shall include the registration of documents and the establishing of contracts with other associations, societies, institutions or organizations as directed by the President.
The Immediate Past President shall assume this position on completion of his/her term as President.
Section 2. All Officers shall serve without compensation.
Section 3. 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 VI: BUSINESS MEETING OF MEMBERSTOP
Section 1. 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 biennial International Congress of the Society. All members may attend a Business Meeting but only Full Members and Honorary Members shall have the right to vote. The agenda for the Business Meeting shall be determined by the Council on proposal of the Secretary-Treasurer. A report by the President and the Secretary-Treasurer shall be given during the General Assembly. Reports of individual committee chairmen to the Council shall be referred to by the President.
Section 2. 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 Society, these bylaws or otherwise.
Section 3. Each Full and Honorary 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. 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-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. At least 1 month, but not more that 6 months before any meeting of Members, the Secretary- Treasurer or designate shall email to each Full and Honorary Member electronic ballots by means of which such Full or Honorary 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 than one month from the date they were sent. The results of any ballots will be presented at the subsequent Business Meeting of the Members.
ARTICLE VII: ELECTIONSTOP
Section 1. At least 6 months but not greater than 12 months before the Business Meeting of the Members to be held at the time of the biennial International Congress, the Secretary-Treasurer or designate shall send to each member a notice stating the offices among the elected Officers and Councilors to be filled by elections and request submission of nominations in writing to fill such vacancies. The deadline for receipt of nominations shall not be less than one month from the date of the request for nominations.
A person shall be nominated if his/her name is submitted in writing and signed by at least 1 Full or Honorary member in good standing of the Society, the nomination should also include a four-line summary of the nominee’s curriculum vitae and include the nominee’s written acceptance to stand for election. The Council shall have the opportunity to make additional nominations of appropriately qualified members to ensure there is at least one nominee representing the criteria previously outlined in these bylaws. The Society has a conflict of interest policy and disclosure form of which each nominee is required to review and complete as a part of their nomination. Officers shall be elected by a majority vote of the Council and will assume office at the subsequent Business Meeting of the Members. The results of this ballot shall be announced at the next Business Meeting of the Members.
ARTICLE VIII: COMMITTEESTOP
Section 1. 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 Society.
Section 2. Committee reports shall be submitted to the Council for approval.
ARTICLE IX: MEETINGS AND PUBLICATIONSTOP
Section 1. The Society shall organize a scientific Congress every two years. A mutually agreed upon Organizing Committee will organize these meetings. This Committee answers directly to the President and the Council who are automatically ex officio members of it. In the interim years, the Society will have a Council meeting in conjunction with The Transplantation Society International Congress.
Section 2. The date and place of the biennial Congress, including the composition of the Organizing Committee, is decided upon by the Council of the Society and the representatives of the local organization hosting the Congress. Geographical parity will be considered when Council is evaluating candidate venue bids to put forth for final selection of meeting venues by the Council.
Section 3. 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 Organizing Committee.
Section 4. The Board shall make all decisions regarding the publication of the proceedings of the congress, including the publisher, based on a proposal that is deemed suitable by the Organizing Committee.
Section 5. Additional scientific meetings on specific issues may be organized within the general framework of the purpose of the Society, with the approval of the Council.
ARTICLE X: EXECUTION OF DOCUMENTS BY THE CORPORATIONTOP
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 approved 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, 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. The change will become effective upon an affirmative vote of two-thirds of the Regular and Honorary Members voting at the Business Meeting.
The text of these bylaws has been approved and confirmed by the Founding Members of the Society during their official meeting in Brussels, Belgium, December 5-6, 2003.
The bylaws were amended on July 12th, 2017 and approved by Council on August 8th, 2017.
ARTICLE XII: DISSOLUTIONTOP
Section 1. With respect to the dissolution of the Society, the conditions regarding the quorum and the vote shall be identical to those that have to be satisfied with respect to any amendments to the Articles of Incorporation.
In the event of dissolution, the net worth of the Society shall pass on to a scientific association that has microsurgery as one of its purposes.
FOUNDING COUNCIL OF THE HAND AND COMPOSITE TISSUE ALLOTRANSPLANTATION SOCIETY
(now The International Society of Vascularized Composite Allotransplantation)TOP
|PATRON||E. Owen||Sydney, Australia|
|PRESIDENT||W. Breidenbach||Louisville, USA|
|VICE PRESIDENT||R. Margreiter||Innsbruck, Austria|
|SECRETARY||M. Lanzetta||Monza, Italy|
|COUNCIL MEMBERS||JM. Dubernard