SECTION 1. Principal Office.
The principal office of SPLIT, Inc. (the “Association”) shall be the office of The Transplantation Society whose registered office is located in the City of Dover, County of Kent, State of Delaware, USA, and the Council of the Association shall appoint a registered agent in charge thereof.
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.
There shall be four categories of membership –Physician, Allied Health Trainee and Honorary.
Physician Members Membership will be open to hepatologists, transplant surgeons, and any other physicians involved in the field of pediatric liver transplantation. Physician Members shall be eligible to vote and to be an Officer or Councilor of the Association.
Allied Health Members Membership will be open to research coordinators, clinical coordinators, data coordinators psychologists, pharmacists and any other individuals involved in the field of pediatric liver transplantation who are not physicians. Allied Heath Members shall have the same voting rights as a Physician Member.
Trainee Members shall be persons with an interest in pediatric liver transplantation that are in training positions (which must be confirmed by the signature of their supervisor and to be renewed annually). 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 simple 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 SPLIT. They shall not pay dues to the Association, will not be eligible to vote and will not be eligible for election as an Officer or Councilor.SECTION 2. Selection of Members. To become a member of SPLIT, applicants must complete and submit the application available on the SPLIT website and sign the Ethics Statement. Applications will be reviewed by the Executive Committee. The Executive Committee, by a vote of a simple majority of its members, shall approve and elect Physician 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 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 may be removed from the Association at the Council meeting of the second 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.
SECTION 2. 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 Annual Meeting.
SECTION 3. Quorum; Action of Members. The presence in person at any meeting of 20 Physician and Allied Health 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 simple 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 4. 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 5. Written Consent of Members Without a Meeting. Any action to be taken at any meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by voting Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Association by delivery to its registered office in the State of Delaware, its principal place of business or to the Secretary. Every written consent shall bear the date of signature of each voting Members who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Article III, Section 5, written consents signed by a sufficient number of voting Members to take action are delivered to the Association as aforesaid. Prompt notice of the taking of the action without a meeting by less than unanimous written consent of the voting Members shall, to the extent required by applicable law, be given to those Members who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of Members to take the action were delivered to the Association.
SECTION 6. Conduct of Meetings. The President, or in his/her absence the Vice- President (President-Elect), or in his/her absence, a chairman selected by the voting Members present, shall preside at meetings of the Members. The Secretary shall oversee keeping the records and minutes of any meeting of Members. In the absence of the Secretary, the presiding officer may appoint a secretary pro tem.
SECTION 7. Notice. Notice of the place, if any, date, hour, and means of remote communication, if any, of every meeting of Members shall be given by the Association not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every Member entitled to vote at the meeting. Without limiting the manner by which notice otherwise may be given effectively to Members, notice of meetings may be given to Members by means of electronic transmission in accordance with applicable law.
SECTION 2. Officers of the Council. The Council shall include a minimum of four Officers, namely a President, a Vice-President (President-Elect), a Past President, a Secretary, and/or a Treasurer. Each Officer shall be a present or past Council Member at the time of his/her nomination, election and will remain a Council member during his/her term of office. The roles of Secretary and Treasurer may be assumed by one individual and may be combined with another role on the Council as determined by the Council. Regular Council members (including Ad-hoc members) are eligible to serve as Vice-President (President-Elect). The Vice-President 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 Vice-President may also serve in another role on the Council as determined by the Council. The election of Officers, other than the President, shall be by written ballot or by written consent and shall be decided by a simple majority of the votes properly cast by Council Members entitled to vote thereon.
SECTION 3. Members of the Council. The Council shall include a minimum of six Councilors. Each shall be a Physician Member or an Allied Health Member at the time of his/her nomination, election, and maintain membership during his/her term of office. Each will be Chair of a standing SPLIT committee. Councilors shall serve a 3-year term on the Council. The election of Councilors shall be by written ballot or by written consent and shall be decided by a simple majority of the votes properly cast by applicable committee members entitled to vote thereon.
SECTION 4. Ad-Hoc Council Members. The Council shall also include two Ad-Hoc Councilors, which shall be made up of one medical and one surgical physician representative. The representatives shall serve a 3-year term on the Council, shall have permission to attend all Council meetings and will be eligible to vote on all Council decisions. The election of Ad-hoc Council members shall be by written ballot or by written consent and shall be decided by a simple majority of the votes properly cast by SPLIT Members entitled to vote thereon.
SECTION 5. Non-Voting Members. The Council may also include non-voting members, which may include representatives from the Patient and Family Engaged Partners, the Data Coordinating Center, the Transplantation Society Administrative Liaison, or other representatives as determined appropriate by the Council. The President of The Transplantation Society shall be an ex officio non-voting member of Council during his/her term of office. These representatives shall have permission to attend all Council meetings but shall not be eligible to vote on Council decisions.
SECTION 6. Term of Office. The President and President-Elect shall serve for two 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 their successors are elected and qualified. They may not succeed themselves in a consecutive term. The Past-President shall serve for two years at which time he/she will be replaced by the outgoing President. The Secretary and Treasurer shall serve for two years and until the end of the meeting of Members at which their successors are elected and qualified. They may not succeed themselves in a consecutive term. Councilors and Ad-hoc Councilors shall serve for three years and until the end of the meeting of Members at which their successors are elected and qualified. The Councilors terms shall be staggered at 1-year intervals with at least three Councilors being elected at each election. Councilors may not succeed themselves in the same role in a consecutive term.
SECTION 7. Vacancies. A vacancy in the Council may be filled at the discretion of the remaining members of the Council until an election of all applicable committee 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 8. 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 9. Vice-President (President-Elect). The Vice-President 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 Vice-President should have served on the Council prior to their nomination for Vice-President.
SECTION 10. Treasurer. The 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 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.
SECTION 11. The Secretary shall review and present 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. In general, he/she shall perform all duties incident to a corporate secretary, and such other duties as from time to time may be assigned to him/her by the Council. In the absence of a Secretary, these duties may be delegated to the Transplantation Society Administrative Liaison or other Officers at the discretion of the President and/or Council.
SECTION 12. Compensation.Councilors and elected Officers of the Association shall not receive compensation for their services.
SECTION 13. Resignation and Removal. Any Officer or Councilor may resign his/her office by giving written notice to the President, and another Officer. Resignations shall be effective upon receipt by the President and another Officer, or at such later time as therein specified. 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 simple majority of voting Members.
SECTION 14. 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 two 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 four 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. The 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 15. 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 all of the members of the Council or committee consent thereto in writing. All written consents shall be filed with the minutes of proceedings of the Council or committee as the case may be.
SECTION 16. Quorum. A simple majority of the Council shall constitute a quorum for the transaction of business.
SECTION 17. 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.
SECTION 1. Nomination and election of Officers and Councilors. Officers (with the exception of the President who is succeeded by the current President-Elect) are nominated from the present and past Council members by self-nomination or individual members. The Executive Committee reviews Officer nominees for their respective SPLIT, leadership experience, diversity contribution, and a skill-set commensurate with the strategic mission. Candidates will be presented to and approved by a simple majority of Council members, and then Officers will be elected by a popular vote of the individual members in good standing Councilors are elected by a simple majority of the committees they Chair. Individual members elect ad-hoc Council members. At least three months, but no more than 12 months before the Business Meeting of Members to be held at the time of the Annual Meeting, the Secretary shall send to the appropriate group 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 interest or nominations to fill such vacancies. The deadline for receipt of interest or nominations shall be one month from the date of the request for nominations. A person shall be nominated if he/she express interest or if his/her name is submitted with a written signature or email of support from at least one voting Member. Additionally, all candidates will submit a five-line summary (100 words) of the candidate’s curriculum vitae and their acceptance to stand for election. Selected persons expressing interest or nominated pursuant to this section shall be included on the ballot for election at the next Annual Meeting of Members.
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.
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 by 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, the 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.