SECTION 1.
The Cell Transplant and Regenerative Medicine Society, Inc. (henceforth known as the “Society”) shall be an international non-profit, collegial association of scientists and clinical practitioners with background and/or interest in the field of cellular transplantation. The registered office of the Society is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in New Castle County, 19801, USA. The principal office of the Society is located at The Transplantation Society ¬International Headquarters, 1255 University Street, Suite 605 Montreal, Quebec H3B 3V9 Canada. The principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Society. The principal office shall report to the Council (as defined below) or to a committee or committees of the Society, as the Council may require. The powers of the Members (as defined below) and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to the provisions set forth in these bylaws.

SECTION 2.
The Council may adopt a seal and/or logo for the Society in such form, as it deems appropriate.

SECTION 1.
The Cell Transplant and Regenerative Medicine Society, Inc. (the “Society”) shall be a non-profit, international, collegial association of professionals dedicated to advancing the fields of cell and tissue transplantation, organ restoration and regenerative medicine. Guided by the principle of Pro Humanitate, the Society operates in accordance with its Code of Conduct and applicable policies, including standards of integrity and professional behavior.

The mission of the Society is to foster scientific excellence, collaboration, innovation and education in those fields of health sciences at the intersection between transplantation and regenerative medicine, with the goal of improving human health and advancing therapeutic options for patients worldwide.

The Society’s registered office is at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in New Castle County, 19801, USA. The principal office of the Society is located at The Transplantation Society ¬International Headquarters, 740 Notre-Dame West, Suite 1245, Montreal, Quebec H3C 3X6, Canada. Its principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Society, and shall report to the Council or to a committee or committees of the Society, as the Council may require. The powers of the Members (as defined below) and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to these bylaws.

SECTION 2.
The Council may adopt and modify the Society’s seal and/or logo in such form as it deems appropriate.

SECTION 1.
The Society shall promote and encourage education and research with respect to cellular transplantation and regenerative medicine.

SECTION 2.
The Society shall collaborate with existing public and private organizations to promote and encourage education and research in cellular transplantation and will participate and assist in the coordination of efforts or formulation of research and clinical programs.

SECTION 3.
The Society will receive, use, hold and apply funds, gifts, bequests and endowments, or the proceeds thereof, to any of the purposes described herein.

SECTION 4.
Upon the dissolution of the Society, the Council shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of the Society in such manner, or to such organization or organizations operated for educational, or scientific purposes with regards to cellular transplantation or immunology.

SECTION 1.
The Society shall promote and encourage education and research in cell and tissue transplantation, organ restoration and regenerative medicine

SECTION 2.
The Society shall collaborate with existing public and private organizations to promote and encourage education and research in cell and tissue transplantation, organ restoration and regenerative medicine, and may participate in the coordination and development of research and clinical programs.

SECTION 3.
The Society will receive, use, hold and apply funds, gifts, bequests and endowments, or the proceeds thereof, to any of the purposes described herein.

SECTION 4.
Upon dissolution of the Society, the Council shall, after paying or making provision for the payment of all liabilities of the Society, dispose of the remaining assets exclusively for the purposes of the Society in a manner consistent with applicable law, including by distribution to one or more organizations organized and operated for charitable, educational, or scientific purposes.

SECTION 1.
The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society (the “Council”).

SECTION 2.
The Council shall consist of a maximum of 13 persons of whom 4 shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary / Treasurer, and up to a maximum of eight Councilors representing The Americas, Europe/Africa/Middle East and Asia/Oceania. Except as otherwise provided in these Bylaws or in the Certificate of Incorporation, the number of Councilors that shall constitute the whole Council shall be fixed at the Business Meeting of Members, and if not so fixed, then the number of Councilors that constitutes the whole Council shall remain the same as the prior number so fixed. Each region should be represented by at least one Councilor, but the number from any one region shall not exceed the proportion of Members in good standing from that region in the Society. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and term in office. The President-Elect, Secretary and Treasurer shall be elected from among those Councilors who have served one full term of 4 years on the Council. The Councilors shall be elected from all members in the manner provided in these bylaws.

SECTION 3.
The President, President-Elect, and Immediate 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 ballots for their successors are announced. They may not serve consecutive terms. The Secretary, Treasurer and Councilors shall normally serve for 4 years, until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may serve two consecutive terms.

SECTION 4.
A vacancy in the Council may be filled at the discretion of the remaining Council. In the case of the Secretary or Treasurer, the successor in these circumstances may succeed himself/herself, even though he/she has a fractional term prior to his/her election.

SECTION 5.
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 Society and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 6.
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.

SECTION 7.
The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve for 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records.

SECTION 8.
The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve for 4 years and have charge of and be responsible of all funds of the Society. 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 to the Council and Membership.

SECTION 9.
Council members shall serve without compensation and shall be elected as outlined in these bylaws.

SECTION 10.
Regular meetings of the Council may be held at any time or place upon the call of the President or any three Council members. 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 Council members. Notice of the meetings shall be in given in writing and emailed 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 11.
A majority of the Council shall constitute a quorum for the transaction of business.

SECTION 12.
An 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 all of the members of the Council or committee, as applicable, consent thereto in writing. All such written consents shall be filed with the minutes of the proceedings of the Council or committee, as applicable.

SECTION 1.
The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society (the “Council”).

SECTION 2.
The Council shall consist of a minimum of 14 and maximum of 20 persons of whom 5 shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary and Treasurer, and up to a maximum of 15 Councilors. The Society shall continually strive to achieve diverse geographical and area of expertise, and gender diversity in the Council membership, such that the composition of the Council reflects the Society’s international and multidisciplinary scope. As such, each region, namely the Americas, Europe/Africa/Middle East and Asia/Oceania, shall be represented by at least one Councilor. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and for their entire term in office. The President-Elect, Secretary and Treasurer shall be elected by the Membership from among those Councilors who have served at least one full Councilor term. The Councilors shall be elected by a vote of the membership in the manner provided in these bylaws.

SECTION 3.
The President, President-Elect, and Immediate 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 ballots for their successors are announced. They may not serve consecutive terms. The Immediate Past President shall rotate out at the conclusion of their term and shall not be eligible to run for the positions of Treasurer or Secretary. This restriction reflects the Society’s view of the presidency as the culmination of one’s Council service and ensures a balanced distribution of leadership opportunities within the organization.

The Secretary and Treasurer shall typically serve for a 4-year term. However, after 2 years, the Secretary or Treasurer may ascend to President-Elect. Councilors shall serve for at least 4 years and then may ascend directly to President-Elect. Councilors shall not serve as Councilor for more than 4 years. Councilors and Officers in their current role shall serve until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. Renewal after a 4-year term as Councilor, Treasurer or Secretary is not permitted. If a Councilor runs for Secretary, Treasurer or President-Elect and is not elected, they will thereafter rotate off Council. If a Treasurer or Secretary runs for President-Elect after 2 years in office and fails to be elected, they must rotate off Council. Persons in the Treasurer position may not transition to Secretary after 4 years, or vice versa. To encourage leadership rotation and provide opportunities for new voices, service as Councilor, Treasurer, or Secretary is limited to a single 4-year term. Councilors who choose to run for Secretary, Treasurer or President-Elect and are not elected will complete their service on Council at the end of their term. Similarly, a Treasurer or Secretary who runs for President-Elect after 2 years in their role and is not elected will rotate off Council. Individuals serving as Treasurer or Secretary are not eligible to move directly into the other role after completing four years of service.

SECTION 4.
A vacancy on the Council may be filled by soliciting nominations from the membership and approved by a majority vote of Council. In case no nominee is identified, the vacancy may remain unfilled until the next election cycle. If a vacancy occurs in the office of Secretary, Treasurer, or President-Elect, the Council may appoint an interim officer, approved by a majority vote of Council. Service in an interim capacity, including a partial term, shall not disqualify that individual from standing for election to a subsequent full term.

SECTION 5.
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 Society and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 6.
The President-Elect shall succeed to the office of President upon completion of the President’s term or upon any earlier vacancy in the office of President.

SECTION 7.
The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve, as explained above, for up to 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records. The Secretary shall oversee votes on all matters presented to the membership including Council and Officer elections. He/she shall render to the President and to the Council, whenever requested, an account of the membership of the Society, and shall, at any time, report to the Council and membership.

SECTION 8.
The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve, as explained above, for up to 4 years and have charge of and be responsible for all funds of the Society. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society, and shall, at any time, report to the Council and Membership.

SECTION 9.
The President-Elect shall assist the President in the performance of their duties and shall prepare to assume the office of President at the completion of the President’s term. The duties of the President-Elect shall include:

1. Supporting the President in advancing the mission, goals, and strategic priorities of the Society,
2. Serving as a voting member of the Council/Board and participating in governance, planning, and decision-making
3. Becoming familiar with the responsibilities of the presidency and assisting with leadership continuity and succession planning,
4. Undertaking duties and special assignments as delegated by the President or the Council/Board,
5. Representing the Society at meetings, events, or official functions when requested by the President,
6. Assuming the duties of the President in the event of the President’s absence, incapacity, resignation, or inability to serve, as provided in these bylaws,
7. Serving on the Scientific Program and Planning Committee of the biennial scientific meeting.

At the conclusion of the President-Elect’s term, the President-Elect shall automatically succeed to the office of President, provided they remain eligible and in good standing with the Society.

SECTION 10.
Council members and Officers shall participate in forming the strategic direction, oversee scientific affairs, and serve as a deliberative body representing the Society’s membership. Each Council member shall serve a term of 4 years, after which they will rotate out unless they express interest in pursuing an executive leadership role within the Society. Each Council member shall be committed to the growth of the Society and strive to identify and encourage new members. Council members shall serve without compensation and shall be elected as outlined in these bylaws.

No serving member of the Council, regardless of role or position, may serve for more than 14 years in total. This policy ensures leadership renewal, promotes diverse perspectives, and maintains the dynamic evolution of the Society’s strategic direction. The length of service as a Council member is independent of service on Committees.

SECTION 11.
The Council shall meet at least twice annually, and otherwise as required for the conduct of Society business. Regular and special meetings may be called by the President or any three Council members. Meetings may be held in person or by remote communication, provided that all participants can hear one another.

Notice of the meetings shall be given to each Council member in writing or emailed by electronic transmission not less than fourteen (14) days before the meeting, unless waived. A meeting may be held without notice if all Council members are present or if those not present waive notice in writing or by electronic transmission before or after the meeting.

SECTION 12.
A majority of the Council then in office shall constitute a quorum for the transaction of business. Unless otherwise provided in these bylaws, the act of a majority of Council members present at a meeting at which a quorum exists shall be considered an act of the Council. In the event of a tied vote, the motion is nullified and the Council can entertain another motion on the topic.

SECTION 13.
An action required or permitted to be taken at any meeting of the Council or any committee may be taken without a meeting if all of the members of the Council or committee, as applicable, consent thereto in writing or by electronic transmission. Such consents shall be filed with, or recorded in, the minutes of the Council or committee, as applicable.

SECTION 1.
The Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its first meeting. They will be designated Charter Members. All future members must be elected to membership as prescribed below.

SECTION 2.
There shall be five categories of membership: Full Members, Trainee and Technical Members, Allied Health Professional Members, Honorary Members, and Emeritus Members.

1. Full Members shall be physicians, surgeons, scientists or other specialists, who are actively engaged in the science or clinical practice of cellular transplantation. Full Members shall be eligible to hold office in the Society and may vote for election of Officers and on all matters brought before the general membership. Full membership shall be gained by submission of a membership application that has been approved by the Council.
2. Trainee and Technical Membership shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and clinical practice of cell transplantation, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than six years. Trainee and Technical Members may not vote or hold office on the Council but may serve on committees. Trainee membership shall be gained by submission of a membership application and by submission of a letter from the Program Director confirming the candidate and clinical practice of cell transplantation, and the year of completion, and followed by approval by the Council.
3. Allied Health Professional Membership shall include individuals who have an interest in cellular transplantation and are actively working in this field.  Their status must be confirmed by their professional association card or designation.  This membership category can include: nurses, nurse practitioners, pharmacists, social workers and physicians assistants and coordinators, but is not restricted to these positions. Allied Heath Members shall have the same voting rights as a Full Member, and are eligible to be an Officer or Councilor of the Society. 
4. Honorary Membership will be awarded to a person for a significant discovery or contribution of a focused body of work in the area of cell transplantation or immunobiology. Honorary Members of the Society shall be nominated by any Member by means of a letter of nomination, which letter includes the support of two additional Full Members. The letter of nomination should explain in detail how the individual qualifies for this distinction. In addition, a curriculum vitae and reprints of the nominee’s three most important references should be included. Unanimous approval by the Council of the Society is required for a candidate to be elected to be an Honorary Member. No more than one Honorary Member per year can be elected and the Honorary Member shall be be present at the next Business Meeting (as defined below) to be officially elected. Honorary Members may not vote or hold office on the Council.
5. Emeritus Members will be those above the age of 65, or have retired from practice in the field. Emeritus Members can apply for emeritus membership status by submitting in writing a request to the Council, to become an Emeritus Member and have the request approved by Council. Emeritus Members may attend annual meetings, vote and will receive a reduction in dues as determined by Council.  Emeritus Members may not hold office on the Council.

SECTION 3.
Every member shall have the right to attend and participate in the Business Meeting of the Members of the Society. All members shall pay dues in the amounts and for such periods as the Council from time to time shall determine. The Council may in determining dues take into consideration special circumstances or place of residence of Members. Any member who fails to pay dues for one year shall be removed from the Society at the Council meeting following the end of the second year for which payment was not received. 

SECTION 4.
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, or for failure to actively participate in the work of the Society, or for failure to attend three annual meetings in succession without a substantive reason. Such termination shall require a two-thirds vote of the Council, and after the member in question is afforded an opportunity to appear before the Council and appeal for continuance of membership.

SECTION 1.
The Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its first meeting. They will be designated Charter Members. All future members must be elected to membership as prescribed below.

SECTION 2.
There shall be five categories of membership: Full Members, Trainee and Technical Members, Allied Health Professional Members, Honorary Members, and Emeritus Members.

1. Full Members shall be physicians, surgeons, scientists or other specialists, who are actively engaged in the science and/or clinical practice of cell and tissue transplantation, organ restoration and regenerative medicine. Full Members shall be eligible to hold office in the Society and may vote for election of Councilors, Officers and on all matters brought before the general membership. Full membership shall be gained by submission of a membership application that has been approved by the Council.
2. Trainee and Technical Membership shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and/or clinical practice of cell and tissue transplantation, organ restoration and regenerative medicine, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than six years. Trainee and Technical Members may not vote or hold office on the Council but may serve on committees. Trainee and Technical membership shall be gained by submission of a membership application and by submission of a letter from the Program Director/Scientific Supervisor confirming that the candidate works in the fields of cell and tissue transplantation, organ restoration, and regenerative medicine, and subsequent approval by the Council.
3. Allied Health Professional Members shall include professionals who have an interest in cell and tissue transplantation, organ restoration and regenerative medicine, and are actively working in this field. This membership category can include: nurses, nurse practitioners, pharmacists, social workers, physician assistants and coordinators, but is not restricted to these positions. The membership application of an Allied Health Professional should be accompanied by a letter from a member in good standing of the Society. Allied Health Professional members shall be approved by Council. Allied Heath Members shall have the same voting rights as a Full Member, and are eligible to be an Officer or Councilor of the Society. No more than one Allied Health Professional may serve on the Council at any given time.
4. Honorary Membership will be awarded to a person for a significant discovery or contribution of a focused body of work in the area of cell transplantation or immunobiology. Honorary Members of the Society shall be nominated by any Member by means of a letter of nomination, which letter includes the support of two additional Full Members. The letter of nomination should explain in detail how the individual qualifies for this distinction. In addition, a curriculum vitae and reprints of the nominee’s three most important references should be included. Unanimous approval by the Council of the Society is required for a candidate to be elected to be an Honorary Member. No more than one Honorary Member per year can be elected and the Honorary Member shall be present at the next Business Meeting (as defined below) to be officially elected. Honorary Members may not vote or hold office on the Council.
5. Emeritus Members will be those above the age of 65, or have retired from practice in the field. Emeritus Members can apply for emeritus membership status by submitting in writing a request to the Council, to become an Emeritus Member and have the request approved by Council. Emeritus Members may attend biennial meetings, vote and will receive a reduction in dues as determined by Council. Emeritus Members may not hold office on the Council.

SECTION 3.
Every member shall have the right to attend and participate in the Business Meeting of the Society. All members shall pay dues in the amounts and for such periods as the Council from time to time shall determine. The Council may in determining dues take into consideration special circumstances or place of residence of Members. Any member who fails to pay dues for one year shall be removed from the Society at the Council meeting following the end of the second year for which payment was not received.

SECTION 4.
Membership may be terminated by the Council for conduct which, in the sole judgment of the Council, is inconsistent with the Society’s Code of Conduct or applicable policies. Termination requires a two-thirds (2/3) vote of the Council after the member has received written notice of the grounds for termination and has been given a reasonable opportunity to respond (in writing and/or in person).

SECTION 5.
Council member tenure may be terminated for the following reasons. These provisions help ensure accountability, participation, and alignment with the Society’s mission.

1. Resignation - A Council member may resign voluntarily by submitting written notice to the President, Secretary, or Council.
2. Removal for Cause - A Council member may be removed by a vote of the Council or membership for reasons such as:
   • Failure to perform duties or fulfill responsibilities of the role
   • Conduct that is detrimental to the Society
   • Violation of the Society’s bylaws, policies, or code of conduct
3. Conflict of Interest - Failure to disclose or appropriately manage a significant conflict of interest as outlined in the Society’s Code of Conduct, may lead to termination of Council service.
4. Incapacity - If a Council member becomes unable to perform their duties due to health or other circumstances.
5. Legal or Ethical Issues - Criminal conviction, professional license revocation, or other serious matters that could harm the Society’s reputation.

SECTION 1.
Committees may be appointed or designated by the Council, by resolution, to function on behalf of the Council in a manner provided in the aforementioned resolution or as prescribed in these bylaws. Committees constituted by any other means shall not be recognized as representing the Society.

SECTION 2.
Each committee shall have a Chairman and Secretary that may be elected by the committee if one is not named by the President of the Society, who will make appointments to committees except when committee composition is prescribed by these bylaws.

SECTION 3.
Reports of all committee meetings shall be submitted to the Council for approval.

SECTION 1.
Committees shall serve as essential instruments for advancing the mission and success of the Society. They are responsible for developing programs, initiatives, and content that enhance the Society’s visibility, strengthen member engagement, and attract a broader audience. Each Committee shall operate within its designated scope and collaborate with the Council to ensure that its activities support the strategic goals and long term growth of the Society. Committees are also responsible for producing educational material like manuscripts, webinars, videos or events like workshops. Committee members are encouraged to stimulate recruitment of new members and for supporting the biennial congress in a manner consistent with their capacity, interests and expertise. Committees are effectively standing committees unless dissolved by Council. A Committee member shall serve a 2-year term, after which an additional 2 year extension may be granted by majority vote of Council, based on their performance and continued alignment with the Society’s goals.

SECTION 2.
Each committee shall have a Chair nominated by the President or any Council member, and confirmed by a vote of the Council. The Chair is responsible for coordinating Committee activities, convening meetings, and ensuring timely progress toward established goals. Committees shall meet as often as necessary to fulfill their responsibilities. Minutes or written summaries of Committee meetings shall be submitted to the Council to maintain transparency and alignment with the Society’s mission. Committee members shall be selected based on expertise, interest, and the needs of the Society. Membership may be revised at the discretion of the President and the Council to ensure optimal functioning.

SECTION 3.
Reports of all committee meetings shall be submitted to Council for approval. All Committees shall operate in accordance with the Society’s bylaws, policies, and ethical standards. The Council retains oversight authority and may request updates, reports, or recommendations at any time. The President and the Council shall have the authority to create, modify, or dissolve Committees as needed to address emerging priorities, ensure effective governance, and advance the Society’s objectives.

SECTION 1.
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 or designate 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 filling such vacancies. A person may be nominated if his/her name is submitted in writing signed by at least two Full or Emeritus Members and accompanied by a four-line summary of his/her curriculum vitae, as well as written acceptance to stand for election. Nominees are not able to be nominated for more than one vacancy on Council per election year. In the event that sufficient nominations are not received prior to the time limit of 6 months, the Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee for each vacancy among the elected Officers and Councilors.

A list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Business Meeting of Members. Officers and Councilors shall be elected by a majority vote of the Members eligible to vote and will assume office at the Business Meeting of the biennial International Congress.

SECTION 1.
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 or designate 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 filling such vacancies. A person may be nominated if his/her name is submitted in writing signed by at least two Full or Emeritus Members and accompanied by a four-line summary of his/her curriculum vitae, as well as written acceptance to stand for election. Nominees are not able to be nominated for more than one vacancy on Council per election year. In the event that sufficient nominations are not received prior to the time limit of 6 months, the Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee for each vacancy among the elected Officers and Councilors.

Nomination does not automatically guarantee eligibility to stand for election. After all nominations are received, the Council will review nominees and prepare a slate of candidates from among the eligible nominees to be put forward to the membership for election. This policy applies to all elected positions—including President-Elect, Treasurer, Secretary, and Councilor—and is designed to ensure that only the most qualified, committed, and principled individuals are selected. Our goal is to elect leaders whose integrity, scientific stature, dedication, and capabilities will strengthen the Society’s governance and advance its continued progress.

Candidates selected to stand for election must demonstrate:

• An outstanding contribution to the science of transplantation and/or regenerative medicine
• A strong international profile
• Proven integrity
• The potential to substantially contribute to the growth and mission of the Society

A list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Business Meeting of Members. Officers and Councilors shall be elected by a majority vote of the Members who voted and are eligible to vote. Elected Officers and Councilors will assume office at the Business Meeting of the biennial International Congress.

SECTION 1.
These by-laws may be amended by a recommendation of the Council to the membership either at the Business Meeting or by correspondence. The change(s) will become effective upon an affirmative vote of two-thirds of the Full and Emeritus members voting.

SECTION 1.
These by-laws may be amended by a recommendation of the Council to the membership either at the Business Meeting or by correspondence. The change(s) will become effective upon an affirmative vote of a majority of Full, Allied Health Professional and Emeritus members voting.