OF
THE INTERNATIONAL SOCIETY ON THROMBOSIS AND HAEMOSTASIS, INC.
ARTICLE I.
MISSION
The International Society on Thrombosis and Haemostasis, Inc., hereinafter referred to as "the Society," is organized and operated exclusively for scientific and educational purposes. Itsobjectives are to foster and advance science relating to the important medical problems of thrombosis and abnormalities of hemostasis and vascular biology; to provide a forum for discussion of these problems; to encourage research on these problems by scientists of the several relevant disciplines; to foster the diffusion and exchange of ideas through scientific meetings and publications; to standardize nomenclature and methods as appropriate and timely.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the corporation shall be located at the University of North Carolina Medical School, Chapel Hill, NC 27599, or such other place as the Board of Directors shall so designate.
Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.
ARTICLE III.
GENERAL
Section 1. Purposes. The corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
Section 2. Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 above.
Section 3. Activities Not Permitted. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, distribute all of the assets of the corporation to such other international fund, foundation or corporation as the Board of Directors shall designate which qualifies as an exempt organization under section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors which shall be known as the Council.
Section 2. Number and Qualifications. The number of directors constituting the Council shall be no less than twenty (20) nor more than twenty-two (22). Directors need not be residents of the State of North Carolina. In the event of a vacancy in a Council Class, the Chairman of Council shall appoint a replacement for the duration of the unexpired term.
Council members may serve a maximum of two non-consecutive terms, two years minimum elapsing between terms.
Section 3. Election of Directors. A total of fifteen directors shall be elected by the members for term of six years. The initial elected directors shall be those previously elected by the Society prior to its incorporation and shall serve staggered terms such that in the future five directors will be elected every two years. Nominations for membership on the Council shall be made by the members of the corporation every two years. Election shall be made by a plurality of the active members voting by mail ballot. The President and Vice President of the corporation shall also serve on the council during their terms of office. The Editor of the Official Journal of the Society, the Executive Officer of the Society and the Chairman of the Scientific and Standardization Committee shall serve on council as ex officio, voting members during their terms of office.
Section 4. Chairman of Council. The Council shall select from its elected members a Chairman and a Chairman-Elect each of whom shall serve a two year term. The tenure of electedofficersshall be extended as necessary to complete the term of office.
ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. The Council shall have regular meetings in conjunction withthe biennial Congress and, in those years in which the Congress does not meet, in conjunction with the meeting of the Scientific and Standardization Committee.
Section 2. Special Meetings. Special meetings of the Council may be called by or at the request of the chairman. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.
Section 3. Notice of Meetings. Regular meetings of the Council may be held without notice. The Chairman shall give at least thirty (30) days notice of a special meeting of the Council. Such notice need not specify the purpose for which the meeting is called.
Section 4. Waiver of Notice. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5. Quorum. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Council.
Section 6. Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Council.
Section 7. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Council action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Council, whether done before or after the action so taken.
Section 8. Committees. The Council may establish such committees as it shall deem necessary.
ARTICLE VI.
OFFICERS
Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, Vice-President, Secretary, Chairman of Council, Chairman-elect of Council, and an Executive Officer.
Section 2. Election and Term. The officers of the corporation shall be elected by the Council for a term of two (2) years except for the Executive Officer who shall be appointed for a term of five (5) years with possible reappointments and the Secretary of the Society who serves at the pleasure of the Council. Unless otherwise specified in these Bylaws, no officer of the corporation may serve more than one term in any given office.
Section 3. President. The President shall organize the biennial Congress of the Society and shall preside at the corporation's General Membership Assembly.
Section 4. Vice-President. In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.
Section 5. Secretary The Secretary shall keep the minutes of the meetings of the membership and of the Council in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; shall in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Council. The Council may appoint such assistant secretaries as it might select to perform those duties listed above in the absence of the Secretary.
Section 6. Chairman of Council. The Chairman of Council shall be the chief executive officer of the corporation.
Section 7. Chairman-elect of Council. The Chairman-elect of Council, in the absence of the Chairman or in the event of the Chairman's death, inability or refusal to act, shall perform the duties of the Chairman, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. The Chairman-elect shall be responsible for the recording of Council's action in duly approved Minutes. The Chairman-elect shall become Chairman in the event of a vacancy in the office of Chairman. At the next board meeting, the members shall elect a new Chairman-elect who shall serve the term of his predecessor.
Section 8. Executive Officer. The Executive Officer shall maintain the central office of the Society and the membership roll. The Executive Officer also shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article IX of these by-laws: (b) prepare, or cause to be prepared, a true statement of the corporation's assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the corporation's registered office or principal place of business within four months after the end of such fiscal year and thereat kept available for a period of at least ten years; and (c) in general perform all of the duties incident to the office of secretary/treasurer and such other duties as from time to time may be assigned to him by the President or by the Council, or by these bylaws.
Section 9. Editor-in-Chief. The Editor-in-Chief of the Society's Official Journal is a member in-good-standing of the ISTH and serves as a volunteer. The Editor-in-Chief is normally appointed by the Council of the Society upon recommendation of its Publications Committee for a single six year term of office. When necessary or desirable, extension or termination of the original appointment may be approved by Council. During his/her term of office, the Editor-in-Chief is an officer of the Society and an ex officio voting member of the ISTH Council.
The Editor-in-Chief is responsible for maintaining procedures as well as creating and enforcing editorial policy so that the publication fulfills its mission and goals effectively, efficiently, ethically and in a fiscally responsible manner. The Editor-in-Chief will be responsible for the scientific content of the Journal including selection of Associate Editors and Editorial Board subject to oversight by the Council.
ARTICLE VII
MEMBERSHIP
Section 1. Classes of Membership. There shall be three classes of members: Active, Associate, and Retired.
Active members. Eligibility for active membership shall be based on
A. the candidate's continuing scientific interest in thrombosis, haemostasis, and vascular biology,Associate members. Associate members may be graduate students, trainees, or post-doctoral fellows. Such memberships provide reduced registration fees at ISTH Congresses, an annual copy of the ISTH Membership Directory and ISTH Newsletters. Such memberships may be renewed for a maximum of three (3) years.B. satisfactory completion of membership application, and payment of annual membership dues.
Retired members. Active members who have retired from active employment may elect to become retired members.
Section 2. Dues. Active and Associate members shall be required to pay dues in such amounts as the Council shall determine. Retired members shall not be required to pay dues. Members in arrears 12 months after receiving a notice about their failure to pay the dues will be notified that their membership is terminated.
Section 3. Meetings. The Society shall hold regular scientific, educational and business meetings at intervals and places to be determined by Council, notice of which shall be mailed to every member at least six (6) months in advance.
Congresses of the entire membership of the Society will be held every second year. Nominations for President and Congress site may be made by any Society member in good standing, with final selection made by a majority of the Council quorum.
The Society assumes financial responsibility for its Meetings. The President of the Meeting acts as representative of the Society in arranging and paying for all functions of the meeting, including deliberations of the Scientific and Standardization Committee. The Meeting President is accountable to the Council of the Society and will provide a projected budget prior to the Meeting and an independent final audit within twelve months after the Meeting to the Executive Officer of the Society.
All surplus funds remaining after paying the expenses of the Meeting will be remitted to the treasury of the Society. Surplus funds will be distributed to persons or entities approved by the President of the Meeting to be used solely in accordance with the Society's tax exempt purposes of support for research and education in thrombosis, haemostasis, and vascular biology. For Congresses through 2001, up to 50% of any surplus remaining after payment of Congress expenses shall be available to the President's residual fund; for the Congresses of 2003 and 2005, the distribution shall be 50% of the first two hundred thousand dollars, 25% of the second two hundred thousand dollars, and 12.5% of funds in excess of four hundred thousand dollars shall be available to the President's residual fund; for Congresses from 2007 onward and all other non-Congress meetings from 2000 onward, up to 20% of any surplus may accrue to the Meeting President's residual fund.
Section 4, Scientific and Standardization Committee (SSC). The Scientific and Standardization Committee is a permanent committee which serves as the scientific working arm of the ISTH.
Function and Authority: The SSC shall be responsible for supporting the scientific mission of the ISTH as it relates to practical matters of research standards, methods and nomenclature. To this end, the SSC shall have independent authority over its scientific program and will report to ISTH Council.
Officers: The Officers of the SSC shall be a Chairman and Secretary/Chairman-elect elected from among its membership. The Executive Committee of the SSC shall be composed of the Chairman, Secretary/Chairman-elect, Immediate Past Chairman, ISTH Executive Director and three members determined by the Executive Committee..
Membership: The voting membership of the SSC shall be the SSC Scientific Subcommittee Chairmen and Chairmen of Standing Committees and Working Groups who have been duly appointed by the SSC Executive Committee in accordance with the SSC's Rules and Operating Procedures.
Number and Frequency of Meetings: The frequency of SSC meetings shall be at least annual, either in conjunction with a biennial ISTH Congress or as a free-standing meeting.
ARTICLE VIII
PUBLICATIONS
Section 1. Authorization: The Council may authorize publication of a journal devoted to the advancement of hemostasis and thrombosis or other publications as thought necessary or appropriate for the benefit of the Society. The Council may designate a journal and/or other publications as an official publication of the Society.
Section 2. Oversight: The Council shall provide oversight of any publication authorized by the Society.
ARTICLE IX
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Council may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Council.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Council may select.
ARTICLE X
CONFLICT OF INTEREST
The International Society on Thrombosis and Haemostasis and all of its members who represent the Society in an official capacity, including but not limited to its Council and Committee members, Executive Director and other officers shall avoid conflict between their professional and personal interest and the interests of the Society in all activities conducted by the Society. Such conflicts may arise but are not limited to business transactions with the Society, the allocation of funds by the Society, or the investment of Society funds. If a representative of the Society finds himself/herself in conflict, this conflict of interest must be disclosed and further involvement in the decision-making process must be avoided. Indirect conflicts involving family members, institutions of employment or other organizations must also be disclosed.
ARTICLE XI
INDEMNIFICATION
This indemnification provision allows directors and officers of the corporation to be indemnified to the fullest extent permitted by North Carolina law for costs incurred by reason of their being officers or directors of the corporation, provided the director or officer:
1. Conducted himself in good faith;
2. Reasonably believed
a) in the case of conduct in his official capacity with the corporation, that his conduct was in its bests interests; and3. In the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.b) in all other cases, that his conduct was at least not opposed to its best interests; and
ARTICLE XII
GENERAL PROVISIONS
Section 1. Seal. The corporate seal of the Society shall consist of a circle which is the name of the corporation and in the center of which is inscribed the logo of the Society; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.
Section 2. Waiver of Notice. Whenever any notice is required to be given to any director by law, by the charter or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by the Council.
Section 4. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of two-thirds of the members voting, either by mail or in person at a regular meeting, provided such proposed alteration or amendment has been submitted to the membership at least three months in advance. Vote by mail must be received not later than the day preceding the date for a membership meeting.
Originally adopted July 1991. Amended November 1994
November 1997.
August 2003.
February 2004.
August 2005.