Bylaws International Society For Apheresis (ISFA)

CHAPTER I - NAME

The name of the Society shall be the International Society for Apheresis (ISFA), a not-for-profit organization herein after referred to as 'Society'.

CHAPTER II - PURPOSES

The purposes of the Society are as follows:

1. To serve as an international organization for all professionals involved and interested in apheresis;
2. To foster science, clinical application, education and exchange of information and innovative ideas concerning clinical apheresis and allied fields;
3. To stimulate, encourage and advance the availability of high standards and safe and effective apheresis practices for the collection of cells and plasma, as well as the removal of pathogenic blood constituents;
4. All other purposes which contribute to safe and adequate apheresis practice.

CHAPTER III-OFFICE

1. The principal office of the Society shall be determined by the Board of Trustees herein after referred to as the Board.  The registered office is located at the Shiga University of Medical Science, in Japan.
2. Branch offices may be established by the Board at any time, at any place or places where the Society is authorized to operate.

CHAPTER IV- MEMBERSHIP

SECTION 1 - CLASSES OF MEMBERSHIP

1. There shall be separate classes of membership in the Society as follows:
   1. Individual;
   2. Corporate;
   3. Honorary;
   4. Emeritus;
2. Any applicant for membership must provide the official membership application of the Society prior to consideration for approval by the governing body.
3. No member of any class shall have any pecuniary or proprietary interest in the assets or properties of the Society and no member of any class shall receive or be paid any part of the earnings of the Society.
4. Each member shall agree not to use the name of the Society for personal, institutional or corporate gain or advantage, not to publish or disseminate information in the name of the Society unless duely authorized.

SECTION 2 - VOTING MEMBERS: INDIVIDUAL MEMBERSHIP

1. Any individual, whose credentials are acceptable and whose qualifications satisfy one or more of the categories listed below, shall be eligible for membership.
2. Categories of individuals eligible for membership are as follows:
   1. Physicians and other academically qualified professionals, who are
      (1) duely licensed to practice in their field within the country in which they practice or one  (2) in internship, residency or other types of training or (3) who may not be licensed but are employed by a governmental agency, an international organization or other comparable institution as decided by the Board;
   2. Technical workers, nurses and other health professionals with or without baccalaureate degrees who are actively involved in the functions of an apheresis unit;
   3. Persons who are engaged in administrative or donor related activities in the field of apheresis;
   4. Members of blood banks or hospital boards, and others who have made outstanding contributions to the field and science of apheresis.

SECTION 3 - NON-VOTING MEMBERS: CORPORATE MEMBERSHIP

1. Corporate membership is open to any industrial company or non-profit organization with particular emphasis in the field of apheresis, and supports the purposes of the Society.
2. A corporate member shall have no vote in any regular or special affairs of the Society, but may authorize elegate to the general assembly of the Society, where his opinion must be respected.
3. Corporate members delegate a representative to the Industrial Liaison Committee herein after referred to as ILC of the Society, which constitutes an obligatory consultation and advisory body for all ISFA scientific congress committees with respect to matters of concern to the corporate members.
4. Membership dues of corporate members shall be used to the benefit of the purposes of the Society as described in Chapter II with an emphasis on scientific work and education.

SECTION 4 - HONORARY MEMBERSHIP

1. The Board may elect to honorary membership any person, who in its opinion has made outstanding contributions.
2. Honorary members shall have no voting rights.

SECTION 5 - EMERITUS MEMBERSHIP

1. An emeritus member is an individual who has retired from professional duties.
2. Emeritus membership may be granted by the Board to those who have been active member s in good standing of the Society for 10 consecutive years prior to retirement.
3. Emeritus members shall have no voting rights.

CHAPTER V - MEETING OF MEMBERS AND VOTING

SECTION 1 - REGULAR MEETINGS

1. Regular business meetings
   The Society shall hold a regular business meeting at least every two years at a time and place designated by the Board.
2. Regular scientific meetings
   The Society shall foster a regular scientific and educational meeting at least once every two years at a time and place designated by the Board.

SECTION 2 - SPECIAL MEETINGS

1. Special business meetings shall be called by the President on request of the Board or on petition of at least 20 (twenty) percent of the Society membership.
2. All special meetings shall be held at such time and place as designated by the Board.
3. Notice of each special meeting shall be given in writing and shall state its time, place and purpose; a copy thereof shall be mailed to each Society member.
4. No business shall be transacted at a special meeting other than as stated in the call thereof without the unanimous consent of those voting members present and voting, provided that a census of the voters shows attendance of at least 10 (ten) percent of the voting membership of the Society, as defined in chapter IV, section 2:2 a-c.

SECTION 3 - VOTING

1. Only individual members in good standing, belonging to the categories as defined in chapter IV section 2:2 a-c and have fulfilled their obligations towards the Society, shall have one vote in any regular or special meeting of the Society.
2. Authorized delegates representing a Corporate member shall have no vote.
3. All voting members shall be registered with the Secretary of the Society for the business meeting.
4. A quorum shall consist of those voting members present at the regular business meeting or any properly called special business meeting, whose credentials have been accepted in accordance with the provisions in chapter IV section 2:2 a-c.

CHAPTER VI - BOARD OF TRUSTEES

SECTION 1 - QUALIFICATIONS

1. Each individual member in good standing belonging to the categories a-c, chapter IV section 2:2 will be an eligible candidate.
2. Before any nomination is made, the eligible member must have fulfilled all obligations to the Society.
3. No Trustee shall be elected to serve more than three consecutive terms.

SECTION 2 - NUMBER

The number of members of the Board of Trustees, herein after referred to as the Board, shall be no more than 31.

SECTION 3 - STRUCTURE

1. The Board shall consist of president and ten representatives from each of three geographic regions.
2. The Europe region (Europe, East Mediterranean and Africa), the American region (America's) and the Pan-Pacific region (South East Asia and Western Pacific) compose such three geographic regions.

SECTION 4 - DUTIES AND RESPONSIBILITIES

1. The Board shall conduct all necessary business of the Society.
2. Subject to these bylaws, the Board is expressly empowered to:
   1. Receive, hold and disburse funds;
   2. Receive, hold and dispose property;
   3. Pass on questions of membership;
   4. Call meetings of the Society;
   5. Fix membership dues;
   6. Maintain liaison with responsible ethical organizations;
   7. Establish committees and delegate powers and duties to them (except as otherwise specified in these by-laws);
   8. Administer and conduct all activities of the Society not expressly reserved to the membership.

SECTION 5 - RECORD

The Board shall keep a complete record of its meetings and actions and shall submit reports of its trusteeship, including a financial report, for approval at the next regular or special business meeting of the Society.

SECTION 6 - ELECTIONS

1. The voting membership at the regular or special business meeting shall elect the Board from those put forward by the Committee on nomination.
2. Each region shall be represented by up to 10 trustees.
3. The region shall be:
   • Europe, East Mediterranean and Africa; (Europe)
   • The America's ;(America)
   • South East Asia and the Western Pacific; (Pan-Pacific)

SECTION 7 - MEETINGS

1. As soon as practicable and the newly constituted Board shall hold a regular meeting to transact any necessary business.
2. The Board shall meet at least annually thereafter at such time and place as its members shall    determine.
3. A special meeting of the Board shall be held whenever called by the president or by the majority of the members of the Board.

SECTION 8 - NOTICE OF MEETINGS

Notice of meetings of the Board shall be mailed to each member of the Board at least 30 (thirty) days prior to each meeting.

SECTION 9 - VACANCIES

1. Should a Board member move from the district from which elected or fail or be unable to fulfill his obligation as a trustee, his trusteeship shall be declared vacant by the Board at its next regular meeting.
2. Such a vacancy in the Board shall be filled by appointment of the Board.
3. The appointed individual shall serve as a trustee until the next regular business meeting of the Society. At that time the voting membership shall elect an individual to serve as a district trustee for the unexpired portion of the term.

SECTION 10 - EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES

1. The Executive Committee of the Board shall be composed of the president, the immediate past-president, the president-elect, the vice-presidents, the secretary-treasurer and the editor in chief.
2. It is the duty of the Executive Committee to conduct all necessary business of the Society in the interim between the sessions of the Board.
3. The Executive Committee shall report the results of its deliberations and actions to the Board.  It is assumed that these reports must be confirmed by the Board whenever feasible, without impeding the freedom of the Executive Committee to act in the best interest of the Society.

SECTION 11 - VOTING-QUORUM

1. A simple majority of the Board members or a majority of the Executive Committee shall constitute a quorum for the transaction of the society's business.
2. A majority vote shall prevail.
3. The president shall not vote except in case of a tie vote.
4. Voting by proxy is allowed in order to assure a quorum.  Issues to be considered by the Board, when known in advance, should be specified on the proxy ballot.  The board member will indicate his vote on the proxy and return the proxy to the secretary- treasurer.

SECTION 12 - ASSUMING OFFICE

1. Individuals elected to serve as members of the Board shall assume office at the beginning of the first meeting of the Board held after the election.

CHAPTER VII - OFFICERS

SECTION 1 - ELECTION

1. The officers of the Society shall consist of the president, three vice-presidents, the secretary-treasurer, the president-elect and the immediate past-president.
2. The term of office for the vice-presidents representing each of the three geographic regions shall be 2 (two) years with a maximum of 2 (two) consecutive terms.
3. The term of office of secretary-treasurer shall be 4 (four) years, with a maximum of 2 (two) consecutive terms.
4. The president of the Society shall be elected every other year.  This individual shall serve 3 (three) consecutive 2 (two) year terms: The initial term shall be as president-elect, the second term shall be as president and the third term shall be as immediate past-president.
5. The editor-in-chief shall be an ex officio member of the Board without vote.

SECTION 2- DUTIES

1. The president shall preside at regular and special business meetings of the Society and shall serve as the chief executive officer of the Society.  The president shall be the chairman of the Board and preside at its meetings and shall be an ex officio member of all committees, except the Committee on Nominations.
2. The president may sign the routine documents and instruments necessary for the transaction of the business of the Society and other documents and instruments as authorized by the Board.
3. The president-elect shall be an ex officio member of all committees, except the Committee on Nominations.  The president-elect shall have such duties as are delegated by the president or the Board and shall succeed to the office of president as defined in section 1.
4. The immediate past-president shall serve as acting president in case of absence of the president.
5. The vice-presidents shall have such duties as are delegated by the Board.  They shall coordinate the activities in their regions in close cooperation with the regional trustees.
6. The secretary-treasurer shall run the head quarter’s office of the Society.
   1. The headquarters’ office shall keep the minutes of the regular and special meetings of the Society, the Board and the Executive Committee.
   2. The secretary-treasurer shall sign all membership certificates and such other papers pertaining to the Society as he may be authorized to sign by the Board.
   3. He shall serve all required notices and handle the dissemination of information to the membership.
   4. He shall keep all records of the Society, and shall perform such other duties as may be assigned by the Board.
   5. He shall have charge of all funds and securities of the Society and shall deposit all such funds and securities in the name of the Society in the depository or depositories selected by the Board.
   6. The secretary-treasurer shall be responsible for the preparation of the checks made in payment of Society obligations.  Those checks more than US $10,000 must be signed by 2 (two) persons authorized by the Board. The secretary-treasurer shall furnish security bond, (* next page Chapter IX) shall prepare and forward reports and perform such other duties as may be assigned by the Board. The books of the Society shall be audited yearly by a certified public accountant, assigned by the Board.

SECTION 3 - COMPENSATION OF OFFICERS AND TRUSTEES

No officer or trustee shall receive any pecuniary profit from the activities of this Society.

SECTION 4 - VACANCIES

1. If the office of president becomes vacant, the immediate past-president shall succeed and serve as president for the unexpired portion of the 2 (two) year term.
2. If the office of president-elect becomes vacant, it shall remain vacant for the unexpired portion of the 2 (two) year term.  At the next regular meeting of the Society a trustee shall be elected to serve two 2 (two) year terms, the first term as president, the second term as immediate past-president.
3. If the office of immediate past-president becomes vacant, it remains vacant for the unexpired portion of the 2(two) year term.
4. If any other office becomes vacant, the office may be filled by the remaining members of the Board for the unexpired portion of the term.

CHAPTER VIII - MANAGEMENT

The Board is expressly empowered to administer and conduct all activities of the Society (Chapter VI, section 4) and the president is the chief executive officer of the Society (Chapter VII, section 2).

CHAPTER IX - COMMITTEES

SECTION 1 - STANDING COMMITTEES

The standing committees of the Society shall be as follows:

1. Membership Committee (MC);
2. By-laws Committee (BC);
3. Finance Committee (FC);
4. Publication Committee (SC);
5. Industrial Liaison Committee (ILC);

*(Officers and trustees liability coverage)

SECTION 2 - SPECIAL COMMITTEES

Special committees may be created by the Board as provided in chapter IV, section 4, in order to develop the interest of the Society.

SECTION 3 - APPOINTMENT

1. As provided in Chapter VII, section 2, the Executive Committee of the Society shall appoint members to all standing and special committees after the approval by the Board.
2. Unless otherwise provided in these by-laws, appointment shall be for the term of 2 (two) years.
3. No committee member, other than the chairman, will serve for more than 2 (two) consecutive term.
4. The appointment shall be made so, that the terms of approximately one third of the members shall expire each 2 (two) years at the termination of the regular business meeting.

SECTION 4 - DUTIES AND RESPONSIBILITIES

1. As provided in Chapter VI, section 4, the Board is specially empowered to establish committees and delegate powers and duties to them (except as otherwise specified in these by-laws).
2. All committees shall be responsible to the Board and shall present a brief summary in writing of their activities if requested by the Board.

SECTION 5 - MEMBERSHIP

1. In order to provide continuity, it may be determined by the Board, that a person having served as a member or chairman of a committee for 2 (two) consecutive terms may be appointed to serve one additional term as chairman.
2. It is left to the discretion of the Board to determine if the appointment to serve as chairman of a committee shall be for one, two, three or four terms.

SECTION 6 - COMMITTEE ON NOMINATIONS

1. The Executive Committee shall appoint a Committee on Nominations consisting of one individual member from each region, in addition to a chairperson, to prepare nominations for the Board.
2. The Committee on Nominations shall invite the membership to submit proposals for vacancies of trustees.
3. The names and the abbreviated curriculum vitae of the nominees proposed by the Committee on Nominations shall be submitted to the voting membership by mail, at least 60 (sixty) days before the regular business meeting and must be posted on a suitable bulletin board 24 (twenty four)hours prior to the regular business meeting at a place convenient for all to see.

CHAPTER X - TERMINATION OF MEMBERSHIP

SECTION 1 - NON-PAYMENT OF DUES

1. Any member shall be considered delinquent after failure to pay dues will be so notified by the secretary-treasurer.
2. Members in arrears for a time as specified by the Board shall be dropped automatically from the rolls for non-payment of dues.
3. Within one year after loss of membership for non-payment a member may be reinstated upon payment of all dues current and in arrears.

SECTION 2 - SUSPENSION OR EXPULSION

1. The Board shall have the power to suspend or to expel a member for non-compliance with the by-laws of the Society or for any cause which in the judgment of the Board shall be deemed detrimental to the interest of the Society.  Two-third of majority vote is required.
2. In the event that charges are preferred, that member shall be invited to appear for the Board or a committee thereof for hearing only after charges have been preferred in writing and transmitted by registered mail to the accused 30 (thirty) days previous to the meeting.
3. The accused may reply in writing or in person and shall be given full opportunity for defense before the Board or a committee thereof.
4. An expelled member shall forfeit all his rights and privileges during the period of his suspension.
5. The Board of Directors may remove any officer or member of the Board, committee member or official representative of the Society from his position if it considers his conduct detrimental to the policies of the Society or his performance of duties for the Society unsatisfactory.

CHAPTER XI - AMENDMENTS

1. The Board is specially empowered to amend and adopt by-laws, provided these are passed by on two-thirds vote of the Board present and voting.
2. The proposed amendment must be sent to each voting member at least 45 (forty five) days before the meeting.
3. The amendment shall become effective upon approval of the voting membership at the next regular or special meeting.

CHAPTER XII - INDEMNIFICATION AND INSURANCE

1. Indemnification
   1. In the event that any person who is or was party to, or is threatened to be made a part to, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement) actually and reasonable incurred by him in connection with such action, suit or proceeding by reason of the fact that such person is or was a trustee or officer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for-profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined in the manner provided in the Japanese code whether or not indemnification is proper in circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth and to the extent that it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
   2. The indemnification provided by this Paragraph A shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles or any agreement, vote of members and disinterested trustees, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
2. Insurance
   1. The Corporation, to the extent permitted by Japanese Code, may purchase and maintain insurance on behalf of any person who is or was a trustee or officer of the Corporation, or who is or was serving at the request of the Corporation as a trustee, director, officer, employee or designated agent of another corporation, domestic or foreign, nonprofit or for-profit, partnership, joint venture, trust or other enterprise.

CHAPTER XIII - AMENDMENTS

1. Chapter VI BOARD OF TRUSTEES. Section 1 QUALIFICATION. Clause 3. was deleted. This amendment was agreed on 6 May 2005 at ISFA 2005 General Assembly.