The by-laws of the Society were formally reviewed over the past year by the standing committee along with the Society's legal counsel, Mr. Michael Martin. They were amended to recognize the growing roles, responsibilities and pro-active nature of The Transplantation Society as the international body which speaks with a single, authoritative voice on clinical, scientific, legal and ethical issues in transplantation. The proposed and updated by-laws are presented below for review by the members.
(Consolidated by-laws unanimously approved by Council at its meeting in Rome on May 27, 1999 following the addition of Sections 16 to 22 inclusive of Article V)
Article 1: Offices
SECTION 1. Principal Office. The registered office of the Society 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.
SECTION 2. Other Offices. The Society 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 the Society may require.
Article II: Seals
The Council may adopt a seal for the Society in such form as it deems appropriate.
Article III: Membership
SECTION 1. Members shall be investigators in the broad field of transplantation who have contributed by their work to the advancement of knowledge in the field.
SECTION 2. Selection of Members. Any person may apply to become a Member by submitting to the Secretary for the hemisphere in which the applicant resides an application form adopted by the Council along with the written recommendation of two Members. The Secretaries shall transmit the applications and supporting materials to the Council. The Council by a vote of a majority of its members shall approve and elect Members at its yearly meeting.
SECTION 3. Privileges and Obligations of Members. Every Member shall have the right to attend and participate in Business Meetings of the Members of the Society. 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 will be removed from the Society 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 Society. 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.
Article IV: Business Meeting of Members
SECTION 1. 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 be held, so far as possible, in the Eastern and Western hemisphere by alternation, and that they will take place during the Society's biennial International Congresses.
SECTION 2. Quorum. Action of Members. Except as otherwise provided by law or by the Certificate of Incorporation, the presence in person at any meeting of 100 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, the Certificate of Incorporation, these by-laws or otherwise.
SECTION 3. Votes. Each Member shall be entitled to one vote upon each question submitted to a vote of the Members. Members entitled to vote at a meeting must do so in person.
SECTION 4. Conduct of Meetings. The President, or in his/her absence a Vice President, or in their absence, a chairman selected by the Members present, shall preside at meetings of the Members. The Secretary for the hemisphere in which the meeting is held or, in his/her absence, the other Secretary, shall keep the records of any meeting of Members. In the absence of both Secretaries the presiding officer may appoint a secretary pro tem.
SECTION 5. Mail Ballots. At least 3 months, but not more than 8 months before any meeting of Members, the Secretaries shall mail to each Member mail ballots by means of which such Member may vote in any election and upon any proposed amendment of these bylaws, or upon any other matter designated by the Council, along with such other materials as the Council or the President shall designate. The deadline for return of ballots will not be less than 2 months from the date they were sent. The results of any ballots will be presented to the subsequent Business Meeting of Members.
Article V: Council
SECTION 1. Management of the Society. The business and property of the Society shall be conducted and managed by a Board of Directors which shall be designated the Council of the Society.
SECTION 2. Members of the Council. The Council shall be composed of a President, a President-Elect, a Vice President-Eastern Hemisphere, a Vice President-Western Hemisphere, a Secretary-Eastern Hemisphere, a Secretary-Western Hemisphere, a Treasurer-Eastern Hemisphere, a Treasurer-Western Hemisphere, 12 Councillors-at-large, and an Historian. Each shall be a Member at the time of his/her nomination, election and during his/her term in 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. Councillors-at-large, and Officers other than the President and the Historian, shall be elected by mail ballot of all Members in the manner provided in these by-laws.
SECTION 3. Term of Office. Classification. The President, President-Elect and Vice Presidents 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. The Secretaries and Treasurers shall normally serve for 4 years and until the end of 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 term of office of the Secretaries and Treasurers may be shortened or lengthened only in order to ensure that only one Secretary and one Treasurer, preferably from different hemispheres, retire at the same time; any such arrangement to be agreed between the President and the Secretaries and Treasurers.
Councillors-at-large shall serve for 6 years and until the end of the Meeting of Members at which the results of election ballots for vacancies are announced. The Councillors-at-large shall be divided into three classes of four each. The terms of the classes shall be staggered at 2-year intervals with four Councillors-at-large being elected at each election. Councillors-at-large may not succeed themselves in a consecutive term.
In the interest of continuity in maintaining the permanent archives of the Society, and in the recording of all transactions and deliberations of the Society, the Historian shall be elected by the Council for a period of 6 years and may succeed himself or herself. He or she shall be an ex officio member of Council without a vote.
SECTION 4. Vacancies. A vacancy in the Council may be filled at the discretion of the remaining members of the Council until a postal ballot of all Members can conveniently be held. In the case of a Secretary or Treasurer, 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 5. President. 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 business and affairs of the Society and shall perform all duties incident to the office of a president of a corporation, and such other duties as from time to time may be assigned to him/her by the Council. The President shall be the Chairman of the Council. In general it is understood that the Presidents will be drawn from members residing in the Eastern and Western Hemispheres by alternation.
SECTION 6. Vice Presidents. Each 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.
SECTION 7. Secretaries. The Secretaries shall keep the minutes of all meetings of the Council; they shall see that all notices are duly given in accordance with the provisions of law and these by-laws; they shall keep the membership records of the Society and shall make and keep lists of the membership of committees of the Council and the Society, which lists they shall make available on request to the Members; and in general, they shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to them by the Council. The Secretary-Western Hemisphere shall be considered the secretary of the corporation for all purposes relating to the filing in the State of Delaware of any report, certificate, or document of the corporation.
SECTION 8. Treasurers. The Treasurers shall have charge and be responsible for all funds, securities, receipts and authorized disbursements of the Society, and shall deposit, or cause to be deposited, in the name of the Society, 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. They shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society; and shall in any event report annually to the Council and shall submit financial statements certified by independent public accountants chosen by the Council to the Council and Members at each regular meeting of Members. In general, they shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to them by the Council.
SECTION 9. Historian. The Historian shall serve as the reference source for all past practices and policies of the Society since its inception, and will be responsible for collecting, storing and organising all available archives of the Society. Upon completion of their terms of office, other elected officers will make available to the Historian for permanent filing all available minutes, financial records, relevant correspondence and other relevant data and policy statements developed during their tenure. As commissioned by Council at periodic intervals, the Historian may be required to review policy statements, changes in Society regulations and other activities of the Society, for presentation or publication. At the pleasure of the Council, the Historian will be responsible for establishing a narrative written record of the deliberations of the Society and of the various stages of its evolution since the beginning of the Society in 1966. Biographical data and other information regarding all Officers and Councillors who have served the Society since its inception, including photographs, will be a part of the permanent records of the Society. Information will also be gathered on a permanent basis on all individuals honored by the Society, and on all Symposia and Congresses held by the Society. At the request of Council, the Historian will be responsible for preparing and distributing the standard format of the stationery used by the Society since its inception and for storing and exhibiting the Society emblem(s) and all other memorabilia including Council and Congress records and photographs.
SECTION 10. Compensation. Councillors and elected officers of the Society shall not receive compensation for their services.
SECTION 11. Resignation and Removal. Any Council member 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. Members of the Council 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 the Members.
SECTION 12. 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. 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 mailed to each Councilor not less than 14 days before such meeting. Meetings may be held at any time and place without notice if all the Councilors are present or if those not present shall, before or after the meeting, waive notice thereof. Council members may participate in a meeting of the Council by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
SECTION 13. Action by Consent. Any 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 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 14. Quorum. A majority of the Council shall constitute a quorum for the transaction of business.
SECTION 15. Permanent International Secretariat. The Society shall have a permanent Central Office, the place and supervision of which shall be at the discretion of Council. The Central Office shall be the custodian of all contracts, assignments and other legal documents and records and of the corporate seal of the Society. It shall undertake such duties as are assigned to it by Council.
SECTION 16. For the Protection of Councillors and Officers. No councillor or officer of the Society shall be liable to the Society for the acts, receipts, neglects or defaults of any other councillor or officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Society shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Society or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto, unless the same results in a transaction from which he derived improper personal benefit or which results from acts or omissions not in good faith, intentional misconduct or knowing violation of law or due to his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Society, provided that nothing herein contained shall relieve a councillor or officer from the duty to act in accordance with applicable law or relieve him from liability under applicable law. The councillors and officers of the Society shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the Council of the Society.
SECTION 17. Indemnity. Subject to applicable law, except in respect of an action by or on behalf of the Society to procure a judgment in its favour, the Society shall indemnify a councillor or officer of the Society, a former councillor or officer of the Society and his heirs and legal representatives, against all costs, charges and expenses, including a fine or an amount paid to settle an action or satisfy a judgment, reasonably incurred by him (including attorneys' fees, disbursements and costs) in respect of any civil, criminal, administrative or investigative action or proceeding to which he is made a party by reason of being or having been a director, councillor, officer or agent (as the case may be) of the Society, if:
- he acted honestly and in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Society; and
- in the case of a criminal, administrative or investigative action or proceeding that is enforced by a monetary penalty, he had no reasonable cause for believing that his conduct was unlawful.
SECTION 18. Indemnity, Continued. The Society shall, subject to the approval of a court of law having jurisdiction, indemnify a person referred to in Section 17 in respect of an action by or on behalf of the Society to procure a judgement in its favour, to which he is made a party by reason of being or having been a director, councillor, officer, or agent (as the case may be) of the Society, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the conditions set out in subparagraphs (a) and (b) of Section 17.
SECTION 19. Indemnity, Continued. Notwithstanding anything in Sections 17 and 18 above, a person referred to in Section 17 shall be entitled to indemnity from the Society in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a councillor, director, officer or agent (as the case may be) of the Society, if the person seeking indemnity: was substantially successful on the merits of his defence to the action or proceeding; and fulfills the conditions set out in subparagraphs (a) and (b) of Section 17.
SECTION 20. Indemnity, Continued. In addition to the foregoing and with respect to a person referred to in Section 17, the Society shall also indemnify such person in such other circumstances as applicable law permits (but in such case, subject to the approval of the Councillors of the Society to do so, by majority vote at a Council meeting) or requires.
SECTION 21. Application of Indemnity: Standard of Conduct. In determining whether or not a person referred to in Section 17 meets the applicable standard of conduct to permit the application of the indemnities provided by sections 17, 18, 19 and 20, the majority vote of other Councillors not party to such action, suit or proceeding shall be sufficient, subject always to the judgment of a court of law having jurisdiction. For purposes of such determination, lack of good faith shall not be presumed as a result of a settlement agreed to or no contest plea entered by a person referred to in Section 17.
SECTION 22. Application of Indemnity: General. Nothing in the preceding Sections 16 to 20 inclusive shall limit the right of any person entitled to indemnity, to claim indemnity apart from the provisions of those Sections.
Article VI: Committees of the Council
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.
Article VII: Elections
At least 6 months but not greater than 12 months before each regular meeting of Members, the Secretaries shall send to each Member a notice stating the offices among the elected Officers and the Councillors-at-large 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 2 months from the date of the request for nominations. A person shall be nominated if his/her name is submitted by a writing or writings signed by at least three Members and accompanied by a five line summary of his or her curriculum vitae as well as a written acceptance to stand for election. The Council shall make additional nominations if this is necessary to ensure that there are two nominees for each vacancy among the elected Officers and at least twice the number of nominees necessary to fill vacancies among the Councillors-at-large. The Secretaries shall arrange ballot of all Members to fill the vacancies, as prescribed in Article IV of these by-laws.
Article VIII: Publications
The Council may from time to time designate official publications of the Society. The Council may for this purpose authorise the President or other appropriate Officer to enter into contracts on behalf of the Society with the Publishers of one or more journals containing such terms as it may deem appropriate. Such journals shall initially include Transplantation and Transplantation Proceedings. The Council, subject to contractual obligations may withdraw such designation at any time it determines to do so.
Article IX: Committees of Members
SECTION 1. Congress Organising Committee. The Council shall appoint a Congress Organising Committee to oversee arrangements for the International Congresses of the Society. The Committee shall normally consist at any one time of the Chairmen of the Local Organising Committees of the preceding three and the subsequent biennial Congress, together with the Society's Historian.
SECTION 2. Ethics Committee. The Council shall appoint an Ethics Committee consisting of nine Members, each Member serving for 6 years, with the three longest-serving Members retiring by rotation every 2 years. This Committee shall consider ethical matters as directed by the Council.
SECTION 3. Additional Committees. The Council may establish additional committees of Members from time to time either as standing or special committees to do such things and have such powers and serve upon such terms as the resolution establishing the committee shall provide. Councillors, other than the President, shall serve on no more than one committee of the Society, not including committees of the Council. Each committee shall appoint a recording secretary from among its members to keep records of its actions and make such reports as the committee is directed to make by the Council.
Article X: Execution of Documents by the Corporation
SECTION 1. Execution of Cheques, Notes, etc. All cheques and drafts drawn upon the Society's bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorised from time to time by the Council, which may in its discretion authorise any such signature to be facsimile.
SECTION 2. Execution of Contracts, Assignments, Etc. Except as otherwise provided in Section 1 of this Article X, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, a Vice President, a Secretary or a 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 authorise from time to time.
Article XI: Waivers of Notice
Whenever any notice is required to be given by law, or under the provisions of the Certificate of Incorporation or 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 attorneys thereunto authorised, whether before or after the event or action to which such notice relates.
Article XII: Fiscal Year
The fiscal year of the Society 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 XIII: Affiliated Associations
Formally constituted national or regional transplantation associations whose aims are consistent with those of the Society may upon application to the Council and upon such terms as it shall deem appropriate be designated by the Council as affiliated associations. The Council may authorise the execution of an agreement with such associations recognising such designation and containing such other terms as it shall approve.
Article XIV: Amendments
A majority of Members present in person at a Business Meeting or a majority of those voting in a postal ballot of all Members, may alter, amend or repeal these by-laws and adopt new bylaws. An amendment must be proposed in writing by 10 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 presentations at its Business Meeting or in the postal ballot of all Members.
