Constitution of the International BioIron Society
Last amended: April 2013
Article I. Name
The name of the Institution (hereinafter called the ‘International Society’) is The International Bioiron Society (IBIS).
Article II. Duration
The duration of the International Society shall be perpetual
Article III. Purposes and Powers
Section 1. Purposes.
The International Society shall be a voluntary, non-profit making body of persons associated for the purposes hereinafter appearing. The object of the International Society is to advance knowledge about the biological and medical roles of iron and the processes in which it participates, such knowledge being for the benefit of the public.
Section 2. Powers.
In furtherance of the above object the International Society shall have the following powers:
- to provide a forum for discussions;
- to receive and apply donations, membership dues and funds from persons or organizations;
- to do all other lawful things necessary to advance the object;
- to promote research and its publication
- to advance professional and public education
Article IV. Members
Section 1. Regular Member (Member).
Membership of the International Society shall be open to any scientist or physician irrespective of place of residence who is interested in iron research, and who has research, clinical or educational experience in iron science or an allied field. The Scientific Committee may elect persons of distinction in the fields as Honorary members of the Society. Honorary members will have all the privileges of membership and will not pay a subscription. Regular Members are eligible to vote and may be elected to office in the Society. The Society scientific meeting will be open to members for a reduced registration fee.
Section 2. Training members (Student/Resident/Postdoctoral Member).
A Training Member in good standing in an academic degree-granting program, post-doctoral fellowship or residency. Evidence for such standing should be provided by endorsement of the student’s research advisor or departmental chair. Training Members are eligible to vote but cannot be elected to office. Society scientific meetings will be open to young members for a reduced registration fee.
ARTICLE V. The Scientific Committee (S.C.)
The Society’s Board of Directors shall constitute the S.C. The responsibility of the S.C. shall be to establish policies for the benefit of the Society in accordance with the Articles of Incorporation and implement these policies as provided in these Bylaws.
Section 1. Composition of the S.C.
The S.C. shall consist of the following individuals: the President; the Secretary; the Treasurer; the President-Elect; and six Directors. In addition, the Immediate Past President and the current Program Chair(s) shall serve as non-voting member of the S.C. The Officers of the Society shall be the President, President-Elect, Secretary and Treasurer. Officers must be Regular Members of the Society (including Honorary members). Rules for the composition of the S.C. may be amended only at a Biennial General Meeting of the International Society.
Section 2. Performance of Duties.
An officer of the Society shall perform his or her duties, including those associated with service on any committee of the Society, in good faith, in a manner he or she reasonably believes to be in the best interests of the Society, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. The S.C. will assist in the coordination of International Meetings on iron metabolism and organize an e-mail forum and WWW page to be implemented and maintained by the Secretary.
Section 3. Term of Office.
The President shall serve a two-year term. An individual elected as President by the Society’s members shall be ineligible for re-election to the office of the President for a period of six years following completion of a two-year term of office. The Secretary and the Treasurer shall serve for four-year terms. Individuals elected to be Treasurer or Secretary shall be ineligible for re-election to the same office for a period of six years following the completion of the one term, and shall not be eligible to nominate for another position on the Board during their term. The President-Elect shall serve a two-year term. The six Members who are elected to the S.C. by the Society’s Members shall serve for four years. Three of these Members will be elected every two years, so the terms of these members will be staggered.
Section 4. President.
The President shall chair the S.C. and shall be responsible for managing the contractual affairs of the Society. This includes development of proposals for review by the S.C., participation in negotiations with potential contractors, implementation and fulfillment of current contracts, acting as primary liaison to the contractual partners of the Society, and management of the Society’s activities. The President shall, in general, perform all duties incident to the office and such other duties as may be prescribed by the S.C. from time to time.
Section 5. President-Elect.
The President-Elect shall serve as president in the absence of the President. The President-Elect shall automatically succeed to the Presidency when the office becomes vacant. Upon such succession, the President-Elect shall serve as President for the remainder of the term of his or her predecessor, and shall then continue as President for the term elected.
Section 6. Secretary.
The Secretary shall oversee the minutes and the archives of the Society, shall be responsible for maintenance of the current membership list, shall give notice of all meetings of members and of the S.C., and serve as parliamentarian at meetings of S.C. The Secretary is responsible for the conduct of the daily affairs of the Society in accordance with the policies and priorities established by the S.C. The Secretary shall have other responsibilities as may be assigned by S.C. or the President from time to time and shall perform other duties that usually pertain to this office. The Secretary shall serve as Acting President in the absence of the President and President-Elect.
Section 7. Treasurer.
The Treasurer shall be responsible for all funds and securities of the Society, shall ensure that all record-keeping, filing and other tax requirements of the Internal Revenue Service and other regulatory agencies are met, shall prepare an annual financial accounting for submission to the S.C., and shall perform other duties that usually pertain to this office.
Section 8. Regular Meetings.
The S.C. shall meet at least biennially in conjunction with the biennial meeting of the Society. The S.C. may meet together and undertake business, and adjourn as they think fit. Questions arising at any meeting shall be decided by a simple majority of votes.
Section 9. Special Meetings.
On the request of any member(s) of the S.C., the Secretary shall at any time summon a meeting of the S.C. within three months. The S.C. shall cause proper minutes to be made of the proceedings of all meetings of the International Society and of the S.C. and of all business transacted at such meetings, and all such minutes shall be signed by the President and Secretary of such meetings which shall be sufficient evidence without any further proof of the facts therein stated. All acts done by any meetings of the members of the S.C. or by any person acting as a member of the S.C. are in good faith. Should it be afterwards discovered that there is some defect in the appointment of any such member of the S.C. or person acting as aforesaid, or that they or any of them were disqualified, their actions would be deemed as valid as if every such person had been duly appointed and was qualified to be a member of the S.C.
ARTICLE VI. Election of S.C. Members.
Section 1. Election Procedures.
The election of the President-Elect, Secretary, Treasurer and six Directors to the S.C. shall take place by a secret ballot immediately before or at each Biennial General Meeting and shall be open to all regular members of the International Society. Members may vote on-line or by post or personally at the Meeting. The on-line and postal votes received by the Secretary to the S.C., or their representative, shall be added to those cast by other members at the meeting. In giving notice of the election at least one month before the biennial meeting, the Secretary shall submit a list of the S.C., distinguishing those eligible for re-election, and shall request nominations for the new Committee. The final list of nominees arranged as a ballot shall be communicated to all Regular and Training Members, and ballots must be returned to the S.C. Those receiving the highest number of qualified votes in any election shall be declared elected. Terms for all officers and other Members elected to the S.C. shall begin after the Biennial Business Meeting.
Article VII. General Biennial Business Meeting
Section 1. Meetings
A Biennial General Meeting of the International Society shall be held at the biennial scientific meeting of the International Society. Twenty-eight days notice, giving details of time, place, agenda and resolutions to change the Rules shall be given to the members.
Section 2. Quorum.
A quorum for the General Business Meeting shall not be less than four members of the S.C. and at least twenty-five Regular Members.
Section 3. Procedure.
Procedure of Biennial General Business Meeting
- The President of the S.C. shall chair any General Business Meeting. If the President is unable to attend, the President-Elect shall chair any business meeting. If neither the President nor the President-Elect is present, the Secretary shall chair the business meeting. If none of the other officers are present, the Treasurer shall chair the business meeting. If none of the officers is present within fifteen minutes after the time appointed for holding the meeting, then the numbers present, if sufficient to form a quorum, shall choose a member of the SC, or, if all members of the Committee present decline to preside, then they may choose any member present to preside.
- The President of the meeting may, with the consent of the meeting at which a quorum is present, or if such a meeting so decides, adjourn the meeting from time to time or from place to place, but no business shall be transacted at such adjourned meetings other than business for which the adjournment took place.
- At all General Business Meetings any resolution put to the vote at the meeting shall, unless the Rules otherwise provide, be decided by a show of hands by a majority of the members present in person and entitled to vote. If the vote is close, it may be determined by ballot. A declaration by the President of the meeting that a resolution has been carried or lost shall be conclusive and the Secretary shall make an entry to that effect in the minute-book. If the vote is contested by any member, a written ballot will be held at the meeting.
- Every member present shall have one vote and, in the event of an equality of votes, the President shall be entitled to a further or deciding vote.
- If within half an hour of the time appointed for the holding of a Biennial General Meeting a quorum is not present the meeting shall stand adjourned to such a time as the President shall decide.
Article VIII. Accounts
The S.C. shall cause proper books of accounts to be kept with respect to (i) all sums of money received and expended by the International Society, (ii) all sales and purchases by the International Society, and (iii) all assets and liabilities of the International Society.
At each Biennial General Meeting the S.C. shall present to the members of the International Society an account of income and expenditure since the last Biennial General Meeting made up to the preceding March 31st, together with a balance sheet made up as at the same date.
The S.C. shall have the accounts audited by an independent auditor at least once every five years, and more often if requested by a member of the Society.
Banking account(s) shall be held in the name of the International Society and all checks shall be signed by the Treasurer, the President or the Secretary.
Article IX. Change in Rules
The S.C. may make recommendations to alter, amend or add to the Rules, any resolution passed at any meeting by a majority of not less than two-thirds of the members present and voting, subject to the approval of the next Biennial General Meeting.
Members unable to attend the Biennial General Meetings at which such resolution is voted on, may vote on such resolution by post, and all postal votes received by the S.C. not later than thirty minutes before the time of the meeting shall be added to those cast personally at the meeting. In any case, two-thirds of the votes cast must affirm the amendment.
Article X. Membership dues
The annual membership dues for members shall be paid to the Treasurer of the International Society at a sum set by the General Meeting on the recommendation of the S.C. The annual membership due to the International Society shall be payable in advance. Failure to pay membership dues for two years may result in removing the name from the membership list.
Article XI. Winding Up
The International Society may only be dissolved by resolution at a General Meeting approved by seventy-five per cent of the members present and voting; postal votes shall be allowed.