Articles of Association and Bylaws
I. NAME, HISTORY
I.1 An international not-for-profit association called the “International Society for the Study of Vascular Anomalies”, hereinafter referred to as "The Society" is hereby formed. The Society has functioned since 1992 having been established at the Workshop on Vascular Anomalies held in 1990 in Amsterdam. of its early roots were the biennial international "Workshops" which were created in 1976 by Drs. John Mulliken and Anthony Young to foster personal interactions and informal exchange of scientific knowledge on vascular anomalies, excluding the heart.
I.2 The acronym of the Society is “ISSVA”.
II. LEGAL OFFICE
II. The Society is governed by Belgian law as an International not-for-profit association. The registered legal office of the Society is: "Centre des malformations vasculaires" - UCL - 10, avenue Hippocrate B - 1200 Brussels, Belgium.
III.1 The purpose of the Society is to advance knowledge concerning all aspects of vascular anomalies. The Society promotes clinical and scientific research, and the dissemination of current knowledge. The term "anomalies" encompasses vascular tumors and vascular malformations.
III.2 The Society encourages the exchange of information between its members and others interested in the field through activities, such as meetings, teaching programs and the publication of pertinent scientific data.
IV. Throughout these bylaws, the pronoun “he” is intended to be gender-neutral and to refer to any person.
V. The official language of the Society is English.
VI.1 Active members: This category is composed of physicians and biomedical scientists, with documented activity and publication in the field of vascular anomalies. They have voting rights, and pay annual dues.
VI.2 Junior members: This category consists of physicians and biomedical scientists with an interest in vascular anomalies, who are either still in training or have not yet published work on vascular anomalies.. They have no voting rights. They pay annual dues, which may be less than those of active members, as determined by the Board. Junior members may be promoted to active membership by subsequent board approval when such criteria are met.
VI.3 Emeritus members: This category is available to former active members who have retired from active practice. They pay no annual dues and have no voting rights.
VI.4 Associate members: This category consists of nurses, other health care professionals and other individuals who are actively involved in the field of vascular anomalies. Non-health-care professionals must demonstrate active leadership in the vascular anomalies community. Associate members have no voting rights. They pay annual dues.
VI.5 Honorary members: This special membership can be conferred by the General Assembly, upon proposal by the Executive Board, to selected medical and non-medical persons of recognized reputation who have made a significant contribution to the field of vascular anomalies. They pay no annual dues. They have no voting rights unless they were previously active members of the Society.
VII. ELECTION OF MEMBERS
VII.1 In order to be elected active, junior or associate member, the candidate must be sponsored by 2 active and/or emeritus members of the Society. The Executive Board evaluates the qualifications of these candidates. The names of the candidates approved by the Board and the names of their sponsors will be sent to all members with voting rights at least one month prior to the General Assembly.
VII.2 Objections to a candidate must be forwarded to the Secretary at least two weeks prior to the General Assembly and must set forth the factual basis for the objection. Upon receipt of any objection, the Executive Board shall confidentially inform both sponsors of such objection and to seek additional input, prior to making a final decision to proceed or not to proceed with the candidacy.
VII. 3 Election for members shall occur on an annual basis. All candidates approved by the Board are to be presented on a slate to be voted on by the general assembly. During years when an ISSVA Workshop is held, voting will be in-person, at the General Assembly. During years when an ISSVA workshop is not held, voting will occur at the General Assembly, which can be held via teleconference. As is the case for years with a Workshop, members will be notified of candidates 1 month in advance with a ballot to cast votes by proxy. All conditions of voting and membership apply whether in person or by proxy. Membership is conferred by a simple majority vote.
VII.4 A candidacy may be submitted for approval only three times.
VII.5 Honorary member candidates may be proposed and sponsored by the Board, and may be placed on the ballot without prior notification to the members.
VII.6 The General Assembly upon recommendation by the Board may limit the number of members of the Society.
VIII. TERMINATION OF MEMBERSHIP
VIII. Membership ends in the following situations:
VIII.2 Resignation. A member desiring to resign must inform the Secretary. There will be no refund of dues.
VIII.3 Failure to pay annual dues during two consecutive dues cycles results in automatic termination, assuming dues notification has been sent to the most recent contact address by electronic or paper mail. It is the responsibility of the member to keep contact information current, either through the Society’s website or by direct contact with the Secretary. Reinstatement may be considered by the Board without requirement for reelection if a member is terminated for non-payment of dues and if the member makes restitution by repayment of past dues.
VIII.4 Expulsion. The decision to expel a member must be based on credible evidence that the behavior or actions of the member do not meet the high standards of the Society or brings the Society in disrepute. Expulsion requires an affirmative vote by at least 2/3 of the members of the Executive Board excluding any members against whom such action is being considered. Reinstatement is possible at the next succeeding General Assembly by affirmative vote of 2/3 of eligible voting members present.
IX. GENERAL ASSEMBLY
IX.1 The General Assembly shall be convened at least once every year. At the discretion of the Executive Board the Assembly may be held by teleconference on alternate years.
IX.2 Each member with voting rights can assign a proxy to another member with voting rights.
IX.3 Notice of a General Assembly is to be sent by the Secretary to all members, along with the agenda, list of candidates and other important documents at least four weeks prior to the date of the General Assembly.
IX.4 Matters not listed on the agenda cannot be voted upon, unless 75% of members with voting rights present concur.
IX.5 The President of the Society shall chair the Assembly. In his absence this duty falls upon the President-Elect, Vice President or Secretary, respectively.
IX.6 Minutes of the General Assembly are to be recorded by the Secretary or, in his absence, by the Treasurer.
IX.7 The General Assembly has the following duties:
IX.7.1 Approval of the reports of the President, Secretary, Treasurer and Chair of the Scientific Committee and the chairs of any temporary committee or commissions, if any.
IX.7.2 Discharge of the Executive Board
IX.7.3 Approval of the budget and determination of annual membership dues.
IX.7.4 Election of new members
IX.7.5 Approval of changes in membership status
IX.7.6 Approval of subsequent Scientific Meeting sites and local organizing committee chair(s)
IX.7.7 Election of the members of the Executive Board
IX.7.8 Election of the Chair and members of the Scientific Committee
IX.7.9 Removal of members of the Executive Board or Scientific Committee
IX.7.10 Exclusion of members
IX.7.11 Modification of bylaws
IX.7.12 Dissolution of the Society
X. EXTRAORDINARY GENERAL ASSEMBLY
X.1 For urgent matters, an extraordinary General Assembly may be called by the President of the Society upon concurrence of a majority of the other members of the Executive Board or by majority of the non-President members of the Executive Board or by a written request of at least 25% of members with voting rights specifying reasons for such request.
X.2 Notice of the extraordinary General Assembly shall be sent to all members who have voting rights together with the agenda and any pertinent documents at least two weeks prior to the date of the Assembly.
X.3 The extraordinary General Assembly must be convened within three months after being duly requested.
X.4 Only those items set forth in the agenda of the extraordinary General Assembly can be considered.
X.5 The President shall chair the Assembly, or in his absence the President-Elect, Vice- President or Secretary respectively shall chair. If any of the officers are the subject to be considered at the Assembly, they must recuse themselves from acting as such officer at the Assembly.
X.6 At least three members of the Executive Board must be present at an extraordinary General Assembly.
X.7 Any proposed action shall require the approval a 2/3 majority vote of the members present or by proxy.
X.8 No action to amend bylaws or dissolve the Society may be taken at an extraordinary General Assembly.
XI.1 Voting rights at an ordinary or extraordinary General Assembly are reserved only to active members.
X!.2. Each member with voting rights has one vote. He may give his written proxy to any active member, including any member of the Executive Board, who is present in person.
XI.3 At the General Assembly, decisions are made by simple majority vote, except for changes of the bylaws and dissolution of the Society.
XI.4 Secret voting shall be upon the request of the lesser of a majority or at least five voting members present in person or by proxy. Votes on ballots for membership and officers shall always be by secret voting.
XII. ELECTION OF OFFICERS
XII.1 The Executive Board may choose to recommend a slate of candidates to be nominated as members of the Executive Board, and the Chair and other members of the Scientific Committee. The Secretary must notify the voting membership of these recommendations at least four weeks prior to the General Assembly at which elections will be held. Only active members can be nominated or serve as officers.
XII.2 Other nominations may be submitted by any member with voting rights to the Secretary prior to voting at the General Assembly. All nominees in good membership standing will appear on the ballot.
XII.3 Each officer will be chosen by plurality vote.
XII.4 No individual may hold two offices on the Executive Board, but an Executive Board member may also sit on the Scientific Committee.
XIII. EXECUTIVE BOARD
XIII.1 The Executive Board is composed of the persons serving in following positions:
XIII.2 The President is elected for 2 years. Re-election for a successive term is not permitted. The President shall serve as the chief executive officer of the Society. He presides at the General Assembly.
XIII.3 The immediate Past-President shall remain a voting member of the Executive Board for a period of 2 years following his term as President.
XIII.4 The President-Elect shall automatically assume the role of President for the subsequent 2 year term except by resignation or removal.
XIII.5 The Vice-President serves 2 years. Re-election for a successive term is not permitted. However, the Vice-President is eligible to be elected as President-Elect or other office.
XIII.6 The Secretary is responsible for communication with the membership and maintenance of the membership roster. The Secretary records minutes of each Executive Board meeting and General Assembly and maintains the archives of the Society. He is elected for 4 years. Re-election is possible.
XIII.7 The Treasurer is responsible for financial records and collection and maintenance of the funds of the Society under supervision of the Executive Board. He is elected for a period of 4 years. Re-election is possible.
XIII.8 The members of the Executive Board assume their offices on a voluntary basis without salary. They may be reimbursed for reasonable out-of-pocket expenses incurred in the performance of their duties.
XIV. EXECUTIVE BOARD VACANCY
XIV. In case of vacancy or incapacity to serve of any of its members, the Executive Board may temporarily replace such members. Temporary officers shall serve until replaced by the General Assembly.
XV. EXECUTIVE BOARD MEETINGS
XV.1 The Executive Board shall meet at least once every year upon notice from the President. Additional meetings may take place upon request by at least 3 of its members. Participation by electronic teleconference is possible.
XV.2 The Executive Board shall have the powers, rights and duties to act on behalf of the Society on all matters except those reserved to the General Assembly. Those powers include the removal or sanction of any officer who in the opinion of at least four members of the Executive Board have acted improperly or have brought the Society into disrepute.
XVI.1 The fiscal year of the Society begins on January 1st of each calendar year.
XVI.2 The funds of the Society shall come from the following sources:
XVI.2.1 Annual membership dues. The amount of membership dues or any special assessments shall be decided by the General Assembly, based on proposal by the Executive Board. Membership dues are payable within 30 days after notification by the Treasurer.
XVI.2.3 Activities of the Society
XVI.2.5 Any other legally authorized resources
XVII. SCIENTIFIC COMMITTEE
XVII.1 The Scientific Committee is responsible for determining the scientific program for Scientific Meetings with the guidance of the Executive Board.
XVII.2 Members. The Scientific Committee consists of at least 5 members. In addition, the President of the Society and its Secretary shall serve as ex officio members with voting rights. Members of The Executive Board are excluded from being Chair of the Scientific Committee. The Chair and members of the Scientific Committee are elected for a period of 4 years by the General Assembly. Re-election is possible.
XVIII.1 Any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Society), by reason of fact that he is or was an officer, employee, fiduciary, or agent of the Society shall be indemnified by the Society against expenses (including reasonable attorney’s fees,) judgments, finds and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
XVIII.2 Any indemnification (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the officer, employee, fiduciary or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth herein. So long as the person shall have met the applicable standard of conduct, the person shall be entitled to such indemnification. Such determination shall be made by the Executive Board by a majority of officers who were not parties to such action, suit or proceeding; provided, however, that a person conclusively be deemed entitled to such indemnification in the event that (i) such person prevails on the merits in the action, suit or proceeding, or (ii) the action, suit or proceeding is terminated with the result that no payment is required to be made by the person either to this Society or to any third party.
XVIII.3 The Society shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer, employee, fiduciary or agent of the Society, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Society would have the power to indemnify such person against such liability under the provisions of these By-Laws.
XIX. MODIFICATION OF BY-LAWS
XIX. Any modification of these By-Laws must be approved by a General Assembly occurring simultaneously with the Scientific Meeting of the Society. Decisions require a 2/3 majority vote by members with voting rights present in person or by proxy.
XX.1 The Society is founded in perpetuity.
XX.2 Dissolution of the Society can only be decided by a General Assembly with the sole item on the agenda being the specific consideration of dissolution.
XX.3 The dissolution of the Society requires a 3/4 majority of the members with voting rights in attendance. In case of deliberate dissolution of the Society, the General Assembly shall formulate the means of liquidation, appoint the liquidators and provide for their remuneration. Any assets remaining after discharging all liabilities shall be distributed to an institution or institutions designated by the General Assembly the aim of which corresponds as closely as possible to the aim of the Society.
XXI. ACCEPTANCE OF ORIGINAL BY-LAWS
XXI. These bylaws are intended to replace the original By-Laws adopted on June 16, 1994 at the General Assembly held during the 10th (1994) International Workshop on Vascular Anomalies in Budapest, Hungary and shall become immediately effective after approval.
XXII. ACCEPTANCE OF BY-LAW MODIFICATIONS
XXII.1 These By-Laws were approved at the General Assembly held during the 18th (2010) International Workshop on Vascular Anomalies on April 22, 2010 in Brussels, Belgium.
XXII.2 Members of the Executive Board at the moment of approval:
1. Paul Rieu, 1480 Chemin du Train des Pignes Ouest, 83510 LORGUES (VAR), France
2. Patricia Burrows, 6621 Fannin Street, Houston, Texas, 77030, United States of America
3. Wayne Yakes, 501 East Hampden Avenue, Englewood, Colorado, 80113, United States of America
4. H. Peter Berlien, Luetzow Street 24, 10758 Berlin, Germany
5. Steven Fishman, 300 Longwood Avenue, Boston, Massachusetts, United States of America
6. Raul Mattassi, Viale Forlanini 121, 20200 Garbagnate Milanese, Milano, Italy
XXII.3 These By-Laws were modified and approved at the General Assembly held during the 19th (2012) International Workshop on Vascular Anomalies on July 17, 2012 in Malmo Sweden.
1. Patricia Burrows, 6621 Fannin Street, Houston, Texas, 77030, United States of America
2. H. Peter Berlien, Luetzow Street 24, 10758 Berlin, Germany
3. Paul Rieu, 1480 Chemin du Train des Pignes Ouest, 83510 LORGUES (VAR), France
4. Steven Fishman, 300 Longwood Avenue, Boston, Massachusetts, United States of America
5. Ilona J. Frieden, 1701 Divisadero Street, San Francisco, CA 94115, United States of America
6. Raul Mattassi, Viale Forlanini 121, 20200 Garbagnate Milanese, Milano, Italy