By-Laws Of Transplant Infectious Disease
By-laws unanimously approved by Council by email in January 2013.
- ARTICLE I: OFFICES
- ARTICLE II: MEMBERSHIP
- ARTICLE III: BUSINESS MEETINGS OF MEMBERS
- ARTICLE IV: COUNCIL
- ARTICLE V: COMMITTEES OF THE COUNCIL
- ARTICLE VI: ELECTIONS
- ARTICLE VII: EXECUTION OF DOCUMENTS BY THE CORPORATION
- ARTICLE VIII: WAIVERS OF NOTICE
- ARTICLE IX: FISCAL YEAR
- ARTICLE X: AMENDMENTS
ARTICLE I: OFFICESTOP
SECTION 1: Principal Office. The registered office of the Transplant Infectious Disease (“TID”) shall be located in the City of Dover, County of Kent, State of Delaware, USA, and a registered agent in charge thereof shall be appointed by Council. TID may also have offices at such places, within or without the State of Delaware, as the Council may from time to time determine or the business of TID may require.
SECTION 2: Other Offices. TID shall have a permanent International Headquarters (the “Headquarters”). The Headquarters are located at The Transplantation Society, 1255 University St., Suite 605 Montreal, Quebec, Canada H3B 3V9. Additional offices may be added if logistic problems will impose it. The Headquarters shall be the custodian of all contracts, assignments and other legal documents and records and of the corporate seal of TID. The Headquarters shall report to the Council or to a committee or committees of TID as the Council may require.
ARTICLE II: MEMBERSHIPTOP
SECTION I: Categories of Membership. There shall be 3 categories of membership – Full Members, Trainee Members and Honorary Members.
Full Members shall be investigators in the broad field of transplant infectious disease, with an interest in infectious disease and transplantation who have contributed by their work to the advancement of knowledge in the field. Full Members shall be eligible to vote at the Business Meetings of TID and to be an Officer or Councilor of TID.
Trainee Members shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and clinical practice of transplant infectious disease, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than eight years. Trainee members may not vote or hold office on the Council but may serve on committees.
Honorary Members shall be invited to become honorary members by the Council of TID and shall be individuals with a distinguished record in transplantation irrespective of professional discipline. Honorary members shall not have the right to vote or hold office on the Council and shall be exempt from payment of annual membership dues.
SECTION 2. Selection of Members. A person may apply to become a Member by submitting a completed application along with the necessary documentation and the written recommendation of two Members. Persons still in training who are applying for Trainee Membership must submit 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. The Council by a vote of a majority of its members shall approve and elect Members.
SECTION 3. Privileges and Obligations of Members. Every Member shall have the right to attend and participate in Business Meetings of the Members of TID. 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 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 place of residence of Members. Any Member who fails to pay dues for two consecutive years may be removed from TID at the Council meeting following the end of the second year for which payment has not been received.
SECTION 4. Termination of Membership. Any membership may be terminated by the Council for conduct, which in the sole judgment of the Council is injurious to the interests and welfare of TID. Such termination shall require a two-thirds vote of the Council after the member in question is afforded the opportunity to appear before the Council and appeal for continuance of Membership.
ARTICLE III: BUSINESS MEETINGS OF MEMBERSTOP
SECTION 1. Business Meetings. These meetings shall be held at such time and place as shall be determined at the prior meeting, or failing such determination, at such time and place as the Council may fix. In general, it is understood that meetings will generally take place annually or biannually (every two years) in conjunction with a meeting or congress.
SECTION 2. Quorum. Action of Members. Except as otherwise provided by law, the presence in person at any meeting of 12 Full Members shall constitute a quorum for the transaction of business. If a quorum is present at the beginning of the meeting, a quorum shall be deemed throughout the meeting for all purposes.
At any meeting at which a quorum is present, a majority of the votes properly cast upon any question shall decide the question, except in any case where a larger vote is required by law, these by-laws or otherwise.
SECTION 3. 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, electronically or by signed ballot in a form approved for the purpose, but not by proxy.
SECTION 4. Conduct of Meetings. The President, or in his/her absence the President-Elect, or in his/her absence, a member of the Council selected by the Full Members present, shall preside at meetings of the Members. The Secretary-Treasurer shall keep records of any meeting of Members. In the absence of the Secretary-Treasurer, the presiding officer may appoint a secretary pro tem.
SECTION 5. Ballots. At least 3 months, but not more than 6 months before any meeting of Members, the Secretary-Treasurer or designate shall forward to each voting Member ballots by means of which such Member may vote in any election and upon any proposed amendment of these by-laws, or upon any other matter designated by the Council, along with such other materials as the Council or the President shall designate. The deadline for return of ballots will not be less than six weeks from the date they were sent. The results of any ballots will be presented to the subsequent Business Meeting of Members.
ARTICLE IV: COUNCILTOP
SECTION 1. Management of TID. The business and property of TID shall be conducted and managed by a Board of Directors which shall be designated the Council of TID.
SECTION 2. Members of the Council. The Council shall be composed of three Officers, namely a President, a President-Elect, and a Secretary-Treasurer, and six Councilors. The Council shall contain at least one member from each of three geographic areas: Europe/Middle-East/Africa, the Americas, and Asia/Oceania. Each shall be a Full Member at the time of his/her nomination, election and during his/her term of office. The President-Elect shall succeed to the office of President upon completion by the President of his/her term in office or upon any earlier vacancy in the office of the President. Councilors and Officers, other than the President, shall be elected by electronic ballot of all Full Members in the manner provided in these by-laws. The current President of The Transplantation Society (or his/her designee), the immediate past president of TID shall be an ex officio member of TID Council during their term of office. The Past-President will retain his/her voting rights with the Council during his/her tenure as Past-President on the Council, the President of the Transplantation Society (or his/her designee) will be a non-voting member of the Council.
SECTION 3. Term of Office. Classification. The President and President-Elect shall serve for 2 years and until their successors are installed in office, which shall occur as the last item of business at the meeting of Members at which the results of the election ballots for their successors are announced. They may not succeed themselves in a consecutive term.
The Secretary-Treasurer shall serve for 4 years and until the end of the meeting of Members at which the results of the election ballots for his/her successor are announced. He/she may not succeed himself/herself in a consecutive term.
Councilors shall serve for 4 years and until the end of the meeting of Members at which the results of election ballots for vacancies are announced. The Councilors shall be divided into two classes of three each. The terms of the classes shall be staggered at 2-year intervals with three Councilors being elected at each election. Councilors may not succeed themselves in a consecutive term.
SECTION 4. Vacancies. A vacancy in the Council may be filled at the discretion of the remaining members of the Council for the balance of the original term. The person appointed in these circumstances would be eligible as a candidate for election to the same or any other office at the next election of Officers and Councilors.
SECTION 5. President. The President shall be chief executive officer of TID. 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 TID 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. Succeeding Presidents shall never reside in the same Global Region designated by TID.
SECTION 6. President-Elect. The President-Elect shall have and exercise such powers and shall perform such duties as from time to time may be conferred upon or assigned to him/her by the Council, or as may be delegated to him/her by the President.
SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of all meetings of the Council. He/she shall see that all notices are duly given in accordance with the provisions of law and these by-laws. He/she shall keep the membership records of TID and shall make and keep lists of the membership of committees of the Council and TID, which lists he/she shall make available on request to the Members. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of TID; and shall in any event report annually to the Council. In general, he/she shall perform all duties incident to the offices of a secretary and a treasurer of a corporation, and such other duties as from time to time may be assigned to him/her by the Council.
SECTION 8. Compensation. Councilors and elected Officers of TID shall not receive compensation for their services.
SECTION 9. Resignation and Removal. Any Officer or Councilor may resign his/her office by giving written notice to the President. Resignations shall be effective at the time specified upon receipt by the President. Any Officer or Councilor may be removed for cause by a vote of two thirds of the Council members then in office or by vote of a majority of Full Members.
SECTION 10. Meetings. Regular meetings of the Council shall be held at such times and such places as may from time to time be fixed by resolution of the Council. In general, it is anticipated that the Council will meet annually to biannually (every two years). 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 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. Council may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The presence of the President (or, in his/her absence, a deputy designated by the President) and 4 other members of the Council shall constitute a quorum.
SECTION 11. Action by Consent. Any action required or permitted to be taken at any meeting of Council or of any committee thereof may be taken without a meeting if a majority of the members of the Council or committee consent thereto in writing following written notice of the proposed action to all members of the Council or committee. All written consents and any dissenting views shall be filed with the minutes of proceedings of the Council or committee as the case may be.
SECTION 12. Quorum. A majority of the Council shall constitute a quorum for the transaction of business.
ARTICLE V: COMMITTEES OF THE COUNCIL TOP
SECTION 1. Committees. The Council may appoint committees of its members from time to time to do such things and have such powers and serve upon such terms as the resolution establishing the committee shall provide.
SECTION 2. Program Committee. The Program Committee shall consist of the President, Secretary-Treasurer, and two Councilors, one of whom shall be appointed Program Secretary by the President. The Program Secretary shall call for applications from institutions and groups interested in organizing a Meeting or Congress and shall submit these applications to the Council who shall decide on forthcoming venues. The Council may or may not choose to invite the Full Members to vote on the venue of any future International Congress. The Program Secretary shall then oversee all aspects of the preparations and arrangements for the Congress with the local organizing committee, and shall report from time to time to the Program Committee and to the Officers and Council on the progress of these preparations. The Program Committee shall oversee the development of the scientific program, in as much detail as it sees fit, with the local organizing committee. The Program Secretary shall keep records of the actions of the Program Committee and shall make such reports as the committee is directed to make by the Council.
ARTICLE VI: ELECTIONSTOP
SECTION 1. Elections of Officers and Councilors. At least 6 months but not greater than 12 months before the Business Meeting of Members to be held at the time of the biennial International Congress, the Secretary-Treasurer 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 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 by writing signed by at least 2 Full Members, and include the nominee’s written acceptance to stand for election. Within 2 months of the deadline for receiving nominations, the Secretary-Treasurer or designate shall arrange a ballot of all Full Members to fill the vacancies, as prescribed in Article III of these by-laws. The results of this ballot shall be announced at the next regular meeting of Members.
ARTICLE VII: EXECUTION OF DOCUMENTS BY THE CORPORATIONTOP
SECTION 1. Execution of Checks, Notes, etc. All checks and drafts drawn upon TID’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorized from time to time by the Council, which may in its discretion authorize any such signature to be facsimile.
SECTION 2. Execution of Contracts, assignments, etc. Except as otherwise provided in Section 1 of this Article VII, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or the President-Elect, or the Secretary-Treasurer, provided, however, that the Council may in its discretion, require any or all of such instruments to be signed by any two or more of such Officers, or may permit any or all such instruments to be signed by such other agent or agents as it shall thereunto authorize from time to time.
ARTICLE VIII: WAIVERS OF NOTICETOP
Whenever any notice is required to be given by law, or under the provisions of these by-laws, such notice may be waived in a writing signed by the person or persons entitled to such notice, or by his/her attorney or attorney’s thereunto authorized, whether before or after the event or action to which such notice relates.
ARTICLE IX: FISCAL YEARTOP
The fiscal year of TID shall end on such date as the Council may by resolution specify and the Council may by resolution change such date for future years at any time or from time to time.
ARTICLE X: AMENDMENTSTOP
A majority of those voting by electronic ballot of all Full Members may alter, amend or repeal these by-laws and adopt new by-laws. An amendment must be proposed in writing by 10 Full Members and submitted to the President. The President shall submit the proposed amendment to the Council. A statement of the Council’s recommendations and a reasonably short statement setting forward the substance of, and the reasons for, the proposed change by those proposing the amendment shall be included in the electronic ballot of all Full Members.