IASL - International Association for the Study of the Liver

Article I - Introduction

1.1

The name of the Corporation shall be “International Association for the Study of the Liver, Inc.”

1.2

The address of this Corporation shall be the Bavarian State Ministry of the Environment and Public Health, ref. 36, Rosenkavalierplatz 2, 81925 Munich, Germany, or at such other locations as the Secretary/Treasurer of the Corporation may, from time to time, reside.
Article II – Purposes

2.1

To establish, maintain, sponsor and promote programs, activities, and projects to foster education in hepatology worldwide, preferably in developing countries;

2.2

To foster and facilitate in an international context, the research, both basic and clinical, of liver and biliary tract diseases;

2.3

To act in close conjunction with regional, national or international Societies, as well as other health organizations and foundations around the globe concerned with liver diseases, to establish, maintain, sponsor and promote programs, activities, research and like projects designed to foster and facilitate postgraduate education in the prevention, recognition and treatment of liver and biliary tract diseases; and

2.4

In general, to conduct any lawful act or activity in furtherance of charitable, educational, or scientific purposes within the meaning of Section 501 (c) of the United States Internal Revenue Code of 1986, as amended.
Article III – Members

3.1

Societies
Members of national gastroenterological, hepatological or related Societies are eligible to join the Corporation collectively under special conditions, if a large majority of the membership of their Society is willing to become and remain individual Members of this Corporation.

3.2

Individuals
Individuals actively engaged in the teaching of or research (basic or clinical) into the liver and biliary or the clinical management of hepato-biliary diseases are eligible to become and remain Members of this Corporation.

3.3

Membership Nominations and Elections
The Corporation Board of Directors (which shall be referred to as the “Council” and its individual members as “Councillors”) shall be responsible for reviewing and approving membership applications. A list of newly admitted members will be published annually in the association’s journal, newsletter or posted on the IASL website.

3.4

Voting
Each Member shall have only one (1) vote with regard to all matter requiring a vote which come before the membership.

3.5

Meetings

A.

Regular Meetings
The Corporation shall hold a regular meeting of the Members at least every second year. Regular meetings may be attended by Members, by authors of papers accepted for presentation at the meeting, and by any individual active in basic or clinical research or in the teaching of hepatology. However, only Members may vote on matters brought before such meetings which require a vote of the Members

B.

Location and Date
At each regular meeting the place and date of the next regular meeting shall be proposed by the Council and ratified by the Members. At or before each regular meeting the Council shall appoint a host-president. The host-president so appointed shall be a Member of the Corporation and shall be responsible for establishing and chairing a local committee of Members to assist the Corporation’s President and Executive Committee in organizing and coordinating the next activity in accordance with general rules established by the Council.

C.

Quorum
Ten Members shall constitute a Quorum for transacting business at any meeting of the Members, but a lesser number may adjourn a meeting. A majority of those Members present at each meeting shall be required to decide any questions before the Members.

D.

Agenda for Regular Meetings
Whenever possible each regular meeting of the membership shall be conducted in two parts, as follows:

i.

The Business Part
During the business part of the meeting the membership shall: review for ratification business conducted by the Council since the last meeting of the membership; election of officers; review for approval the audited accounts of the Corporation; review for approval proposed amendments to the Corporation’s dues structure; and conduct such other business as may properly be brought before the meeting.

ii.

The Educational Part
The Corporation’s Executive Committee shall be responsible for selecting topics and determining quantity and length of presentations as well as the publication of abstracts and the proceedings for the educational part of each regular meeting. The Council shall be responsible for selecting submitted papers for oral or poster presentation during the scientific portion of the meeting. The council may decide to organize educational post-graduate courses, monothematic conferences, IASL endorsed meetings, practical training courses or other activities joint to or instead of conventional scientific meetings.

E.

Special Meetings
Special meetings of the membership may be called by the Council at any time for the purpose of conduction or arranging for activities that promote or support the objectives and purposes of the Corporation. Additionally, fifty percent (50 %) of the membership may, acting in unanimity, call a special meeting of the membership upon three (3) months notice, at which meeting only such business may be conducted as was expressly set forth in such notice.

3.6

Membership Dues
The membership dues shall be set at the regular meeting of the Members on the proposal of the Secretary/Treasurer. Membership dues for members who are 65 years of age or older shall be deemed waived by the Corporation.

3.7

Termination of Membership

A.

luntary Withdrawal
A Member may withdraw from membership at any time upon written notice to the Secretary/Treasurer of the Corporation, which resignation shall be effective immediately upon its receipt by the Corporation if, no later time is specified therein. A withdrawing Member shall not be entitled to a refund of membership dues if such member’s resignation takes effect on or after three months following the commencement of the then current membership period.

B.

Termination by Council
The Council may, in its sole discretion, terminate the membership of any Member who: (i) ceases to contribute to the objectives of the Corporation; (ii); or fails, despite written notification from the Secretary/Treasurer of the Corporation, to make payment of membership dues.
Article IV – Council
4.1.

Duties of Council
The Council shall be primarily responsible for the management and control of the activities, property and affairs of the Corporation. In the management of and control of property, business, and affairs of the Corporation, the Council is hereby vested with all powers of the Corporation itself, subject only to ratification on a biennial basis by the Members of the Corporation in accordance with the provisions of Article III of these By-Laws. Provided, however, that such delegation of power may not exceed nor be inconsistent with the laws of the State of Connecticut or with the Certificate of Incorporation of the Corporation.

4.2.
Structure of Council
The Council shall consist of the following individuals, who shall each be Members of the Corporation and shall be referred to individually as Councillors:
- The Corporation’s President;
- The Corporation’s President-Elect;
- The Corporation’s Secretary/Treasurer;
- The Immediate Past President
- and two Councillors in-line for presidency.
Each of the five continents should be represented by at least one of these Councillors. All six Councillors above would serve for five years in the Corporation.
- Up to four additional Councillors can be appointed by the Executive Committee as necessary for the completion of the Corporation work. They can come from any Society, but would need to have strong commitments to IASL. The additional Councillors would serve for three years.
4.3.

Election of Councillors
Each Continental Society shall provide 3-4 nominations for council members; additional nominations can come from outside of the Continental Associations including the Executive Committee of this Corporation. The Councillors will be elected by the Council from this list of nominations. Preference will be given to nominations from Societies who have a member rotating off of the council. Should a Continental Society fail to provide nominations then a nominating committee as described below will be responsible for the identification of suitable candidates. Member’s application form for election shall be completed no later than three months preceding each regular membership meeting. The successful candidates shall thereafter be presented to the Members at the regularly scheduled membership meetings.

Additional Councillors will be nominated by a nominating committee chaired by the Immediate Past President. Up to four Councillors can be appointed by the Executive Committee and presented to the Members at the regularly scheduled membership meetings. These councillors will not be eligible for the position of President but can be nominated by their Constituent Society after completion of their three year term.
4.4.

Meetings

A.

Regular Meetings
Regular meetings of the Council shall be held at least every year and preferably at the location of and in conjunction with the Corporation’s membership meeting. A written agenda for each such meeting shall be prepared by the Executive Committee and delivered to all Councillors no later than one month prior to the meeting date.

B.

Special Meetings
Special meetings of the Council may be held at any time or place or by telephonic conference, whenever called by the President or a majority of the Councillors. Notice of a special meeting shall be given in writing to each Councillor by the Secretary/Treasurer no later than two (2) days before each such meeting, such notice may be effected by fax or by email to each Councillor at his/her residence or business address. A special meeting may be held without formal written notice provided that all Councillors are present at the meeting or those not present shall at any time waive of have waived notice thereof. Notice of special meetings shall disclose the date, location and business to be conducted at such meetings. No business other than that disclosed in the notice of special meeting may be carried out a special meeting the Council.

4.5.

Quorum
A majority of the Councillors shall constitute a Quorum for transacting business. A majority of the Councillors present at a Council meeting shall be required to decide any question before such meeting. If at any time a Council meeting vote shall be tied, the President shall have the casting vote.
4.6.

Resolutions by Consent
When all Councillors shall unanimously consent in writing to the passage of a resolution, such written consent shall have the same force and effect as if the resolution had been passed by the Council at an assembled meeting.
Article V. Committees

5.1.

Creation and Authority
The Council may provide for the appointment of various Committees of the Council and shall delineate the duties of such Committees. Such Committees may be Standing Committees or Special Committees, as the Council may designate.

5.2.

Required Standing Committees.
There shall at all times be following Standing Committees:

A.

Executive Committee.
The Executive Committee shall consist of the President, President-Elect, Immediate Past President and the Secretary/Treasurer. If at any time one of the continental associations is not represented on the Executive Committee, the additional Councillors in-line for presidency of that association would become members of the Executive Committee. The Executive Committee shall be responsible for and is hereby authorized to: (i) Conduct any of the Corporation’s business requiring attention between scheduled Council Meetings: (ii) Nominate members for ad hoc committees and other offices, subject to approval by the Council: and (iii) Fill vacancies on the Council due to disability, death or resignation for the balance of the term or until the next regular membership meeting (Whichever is earlier) subject to the approval by the Council. The President shall report at each Council Meeting on all actions and business conducted by the Executive Committee during the period between Council Meetings.

B.

Advisory Board
The Advisory Board shall consist of ex-Presidents expressing a willingness to serve on the Board. The Advisory Board may attend and speak at Council meetings for purposes of sharing their experience and viewpoints in advising the Council. With the exception of the most recent ex-President, the Advisory Board members cannot vote on any issues placed before the Council.
Article VI – Officers

6.1.

Officers
The officers of this Corporation shall be a President, President-Elect, Immediate Past President and Secretary/Treasurer.

6.2.

Eligibility of Officers
Any person under the age of 65 who is actively engaged in the teaching of research (basic or clinical) on the liver and biliary tract and/or their diseases and is a Member of the Corporation is eligible to become an officer of this Corporation. Provided, however, that no one person may, at the same time, hold the offices of President and Secretary/Treasurer.

6.3.

Election of Officers
All officers of the Corporation shall be nominated for office by the Council and put to the vote of the Members at the Corporation’s regular biennial meetings. All nominations made by the Council shall be announced to the membership at least three month prior to the meeting at which the vote on such officers will take place.

6.4.

President
The President shall be the Chief Executive Officer of the Corporation and, when present, shall perform all duties pertinent to this office as needed, including without limitation presiding at all meeting of the membership and Council. The President, unless some other person is specifically designated by vote of the Council, shall sign all bonds, deeds, leases, contracts, etc., for and on behalf of the Corporation. The President shall perform all duties commonly incident to the office of the President, including without limitation the day to day administration of the Corporation, the development and implementation of all programs pursued by the Corporation and all such other duties as the Council shall designate. The President’s term shall be for one year, after which he/she shall remain in service for another year as the Corporation’s Immediate Past-President.

6.5.

President-Elect
The President-Elect shall assume presidential responsibilities in the event that the President is absent or otherwise unable to act. The term of the President-Elect shall be one year.

6.6.

Secretary/Treasurer
The Secretary/Treasurer shall: keep accurate minutes of all meetings of the members and the Council; be custodian of the records of the Corporation and its membership directory; perform all other duties relevant and incident to such office; and perform such other duties as the President and Council may, from time to time, designate. In the Secretary/Treasurer’s absence at any meeting of the Council of general membership an assistant secretary or a secretary pro tempore shall perform the Secretary/Treasurer’s duties thereat. With respect to his/her role as Treasurer to the Corporation, the Secretary/Treasurer shall be responsible for all those duties which are relevant and incident to such office, including, without limitation, responsibility for: the care and custody of the money, funds, valuable papers and documents of the Corporation; the establishment and maintenance of all financial accounts (whether with banks, trust companies or firms doing bank business) of the Corporation; the deposit of all funds of the Corporation into accounts bearing solely the Corporation’s name; the collection of all checks, drafts and notes payable to the Corporation or to its order and their endorsement for deposit to the Corporation’s accounts; the disbursement of monies on behalf of the Corporation; the keeping of accurate books of account of the Corporation’s transactions; and the presentation of audited accounts of the Corporation at membership meetings for approval of the Members. All financial affairs of the Corporation are to be conducted by the Secretary/Treasurer in accordance with the laws of the country in which the Secretary/Treasurer resides. Upon the resignation, death or removal of the Secretary/Treasurer, residual funds and accounts shall be transferred for handling on behalf of the Corporation to the Secretary/Treasurer’s appointed successor no later than three weeks following such event. Upon the election of a new Secretary/Treasurer, residual funds and accounts shall be transferred for handling on behalf of the Corporation to the new Secretary/Treasurer no later than three months following such election. All books of account, records, accounts, documents and like materials maintained and/or possessed by the Secretary relating to the business, transactions and/or financial affairs of the Corporation shall be the property of the Corporation, and shall be subject at all times to the inspection and control of the Council. The term of office of the Secretary/Treasurer shall be four years. An incumbent Secretary/Treasurer shall be four years. An incumbent Secretary/Treasurer shall be eligible and may be considered for re-election.
Article VII – Officer and Council Resignations and Vacancies

7.1.

Resignations
Any individual serving on the Council or any officer of the Corporation may resign at any time by giving written notice to the Corporation, the Council, the President or the Secretary/Treasurer of the Corporation. Any such resignation shall take effect at the time specified therein, or if the time be not specified therein, upon its acceptance by the Council.

7.2.

Vacancies
If the office of any officer or the seat of a Councillor becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the Executive Committee may appoint a successor to fill such vacancy and hold such office for its unexpired term, subject to the approval of the Council.
Article VIIII – Finances and Financial Operations

8.1.

Nature of Corporation
The Corporation is a non-profit organization which receives its support through a combination of grants, donations, membership dues, and program service revenues. The Corporation shall only carry on those activities and programs which further the purposes of this organization as defined in Article II hereof. All net revenues collected by the Corporation for its activities shall be used solely to support the Corporation and its objectives.

8.2.

Limitation on Liability
The Corporation shall assume no financial responsibility or liability for the organization of meetings.

8.3.

Prohibition Against Sharing Corporate Earnings
No member of the Corporation, its Council or committees and no other private individual shall receive at any time any of the earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the Corporation, in carrying out any of its tax-exempt purposes; and no person or persons shall be entitled to share in the distribution of any of the Corporation’s assets upon dissolution of the Corporation. (a) Income and Property Clause The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set out herein and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to or amongst the members of the Association. Provided that nothing herein contained shall prevent the payment in good faith of interest to any such member in respect of monies advanced by him or of member of the Association, or other person in return for any services actually rendered to the Association. Provided further that nothing herein contained shall be construed so as to prevent the repayment to any members of out of pocket expenses and interest on money lent or hire of goods or rent for premises demised to the Association.

8.4.

Conduct of Financial Affairs
The financial affairs of the Corporation shall be conducted according to the laws of the country of residence of the Secretary/Treasurer of the Corporation.

8.5.

Dissolution clause
If upon dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to some other Association having objects similar to those of this Association and which shall prohibit the distribution of its or their income and property amongst its or their members, and which is a charitable institution.
Article IX – Amendments

Amendments suggested at the time of regularly scheduled meetings can be put to the membership for their consideration at that time. Proposed amendments will be sent to the entire membership via electronic mail or facsimile, requesting their vote within three (3) months of receiving of the proposed changes. When the votes are collected, the Secretary Treasurer will then notify the membership of the final vote and thereby include the approved amendments. When structural changes of the Corporation are approved an appropriate period of six to 12 months has to be allowed
Article X – Indemnification

10.1.

The Council is authorized, as the statutory board of directors, pursuant to the Non-Stock Corporation Act of the State of Connecticut, as amended, regardless of the adverse interest of any or all members of the Council, to indemnify and reimburse any person made a party to any action, suit or proceedings, whether civil, administrative or criminal other than an action by or in the right of the Corporation, by reason of the fact that he/she, or a person whose legal representative or successor he/she is, is or was a member of the Council, officer, employee or agent of the Corporation, for expenses, including attorneys´ fees, and such amount of any judgement, money decree, fine, penalty settlement for which he/she may have become liable as the Council deems reasonable, actually incurred by him/her in connection with the defense or reasonable settlement of any such action, suit or proceedings or any appeal therein, provided that such person, and the person whose legal representative he is, acted in good faith and in a manner he/she reasonably believed to be in the best interests of the Corporation, and, with respect to any criminal action or proceeding that he/she had not reasonable cause to believe his/her conduct was unlawful. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which he/she, or such person whose legal representative or successor he/she is, may be entitled.
Article XI – Prohibited Activities
Notwithstanding any other provisions of these By-Laws, no member, officer, employee, Council member (director), or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501© (3), of United States Internal Revenue Code 1986 and its Regulations, as they now exist or may hereafter be amended, or by an organization contributions to which are deductible under Section 170 © (2), or such Code and Regulations, as they now exist or as they may hereafter be amended.
- Dr. Thomas D. BOYER, President
- Dr. Federico G. VILLAMIL, Vice-President
- Dr. Mario U. MONDELLI, President-Elect
- Dr. Gamal ESMAT, Immediate Past President
- Dr. Ding-Shinn CHEN, Senior Past President
- Dr. Wolfgang H. CASELMANN, Secretary/Treasurer