Section 1. Principal Office. The principal office of the International Society for the Study of Vascular Anomalies (hereinafter the "Corporation" or the "Society") shall be in the District of Columbia, or such other location in the United States of America determined by the Board of Directors.
Section 2. Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent in the District of Columbia, as required by the District of Columbia Nonprofit Corporation Act. The registered agent shall be either an individual resident of the District of Columbia or a corporation authorized to transact business in the District of Columbia.
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation. The purpose of the Corporation Society is to advance knowledge concerning all aspects of vascular anomalies. The Corporation promotes clinical and scientific research, and the dissemination of current knowledge.
Section 1. Classes and Qualifications. The Executive Board may determine and set forth in separate documents the dues and other conditions of each class of member. There shall be the following classes of members:
Section 2. Election to Membership.
Section 3. Membership Meetings (General Assembly).
Section 4. Quorum and Voting. Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of 20% of the total eligible voting members present either in person, by telephone, or by other electronic means. Unless otherwise provided in these bylaws, a majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members. Closed-ballot voting shall be upon the request of the lesser of a majority or at least five voting members present in person, by teleconference or by other electronic means at a meeting. Votes on officer elections shall always be by closed ballot. Participants not present in person must permit the Secretary or delegated individual to receive and record their vote in the event of a closed-ballot vote. Members shall have the right to vote on the following matters:
All matters not specified above shall be within the authority of the Executive Board.
Section 5. Removal. Any member may be removed from membership under the following circumstances:
Section 6. Voting By Electronic Written Ballot. Any action which may be taken at any annual or special meeting of the members may be taken without a meeting if the Corporation delivers a written ballot (which may be sent electronically) to every member entitled to vote on the matter (excluding those who have not notified the Society of current contact information). Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:
Section 1. Powers. There shall be a Board of Directors of the Corporation (referred to herein as the "Board"), which shall supervise and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Section 2. Number and Qualifications. The Board of the Corporation shall consist of the officers, the Chair of the Scientific Committee and up to 3 additional at-large members. Prior to each election, the Board will determine the number of at-large members. The officers shall include the President, President-Elect, Past-President, Vice-President, Secretary, and Treasurer.
Section 3. Election and Terms of Office.
Section 4. Resignation. Any director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.
Section 5. Removal. Any director/officer may be removed from such office, with or without cause, by a majority vote of the general membership at any regular or special meeting called expressly for that purpose. Any person removed from membership pursuant to Article III.5.d. shall also automatically lose his/her position as a director/officer.
Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Executive Board for the unexpired term or until a replacement has been elected by the General Assembly if more than one year remains on the term of the vacated position.
Section 7. Regular Meetings. At least one regular annual meeting of the Executive Board of the Corporation shall be held each year, at such time, day and place as shall be designated by the Executive Board.
Section 8. Special Meetings. Special meetings of the Executive Board may be called at the direction of the President or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 9. Notice. Notice of the time, day and place of any meeting of the Board shall be given at least 2 days previous to the meeting and in the manner set forth in Section 2 of Article VI. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to a lack of notice shall also constitute a waiver of notice.
Section 10. Quorum. A majority of the directors then in office (i.e., greater than 50%) shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. Each director shall have one vote. Voting by proxy or via electronic mail shall not be permitted at a Board meeting.
Section 12. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the directors. Written consents may be returned by any means, including by electronic mail.
Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for all purposes.
Section 14. Duties of Officers
Section 15. Bonding. If requested by the Board, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board.
Section 16. Reimbursement. All officers shall serve without compensation, but may be reimbursed for reasonable expenses incurred in the performance of duties.
Section 1. Committees of Directors. The Executive Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of 2 or more directors, which committees shall have and exercise the authority of the Board in the governance of the Corporation. However, no committee shall have the authority to amend or repeal these Bylaws; elect or remove any officer or director; adopt a plan of merger; or authorize the voluntary dissolution of the Corporation.
Section 2. Scientific Committee. The Scientific Committee is responsible for determining the scientific program for Scientific Meetings with the guidance of the Executive Board. The Scientific Committee consists of at least 5 members. In addition, the President and Secretary shall serve as ex officio members with voting rights. The Chair of the Scientific Committee is elected for a period of 4 years by the General Assembly. Re-election is possible. Other members of the Committee are appointed by and for terms determined by the Executive Board, which may seek input from the full voting membership of the Society.
Section 3. Other Committees and Task Forces. The Board may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board, and shall give advice and make non-binding recommendations to the Board.
Section 4. Term of Office. Each member of a committee shall serve for such term as the Executive Board shall designate or until a successor is appointed, unless the committee is sooner dissolved.
Section 5. Vacancies. Vacancies in the membership of committees may be filled by the Executive Board.
Section 6. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Executive Board.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer or committee member, such notice shall be given in writing by first-class mail, overnight delivery service, facsimile, electronic mail, or hand delivery to the address on record for such person, and will be deemed given when received. Any other communication allowed by these bylaws may be made using any reasonable means, including electronic mail.
Section 3. Annual membership dues. The amount of membership dues or any special assessments shall be decided by the Executive Board. Membership dues are payable within 30 days after notification by the Treasurer.
Section 4. Contracts. The Executive Board may authorize any officer or officers, or agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer, officers, agent or agents of the Corporation in such manner as shall from time to time be determined by resolution of the Board.
Section 6. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
Section 7. Parliamentary Procedure. All questions of parliamentary procedure or practice regarding the affairs of the Corporation, including the conduct of meetings of members, of the Executive Board, or of any committee, shall be governed by the current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure (formerly known as the Sturgis Standard Code of Parliamentary Procedure), except as otherwise specifically provided by law or these bylaws; provided that any provision of Sturgis may be waived by a two-thirds vote of the Board.
Section 8. Official Language; Acronym. English is the official language of the Society. The acronym of the Society is “ISSVA”.
Unless otherwise prohibited by law, 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, fines 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.
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.
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 Bylaws.
The Articles of Incorporation and these Bylaws may be amended or new Articles or Bylaws adopted upon the affirmative vote of two-thirds of a quorum of the voting members present in person, by proxy or by telephone at any regular or special meeting of the members. The notice of the meeting shall set forth a summary of the proposed amendments. Amendments to the Articles and Bylaws may also be approved by electronic ballot as specified in Article III, Section 6.
Dissolution of the Society can only be decided by the voting members, acting at any annual or special meeting, with the sole item on the agenda being the specific consideration of dissolution. The dissolution of the Society requires the approval of 3/4th of a quorum of the members present in person, by proxy or by telephone. Dissolution may also be approved by electronic ballot as specified in Article III, Section 6. Any assets remaining after discharging all liabilities shall be distributed in accordance with Article Fifth, Section D of the articles of incorporation.
These By Laws were approved at the General Assembly held during the 21st (2016) International Workshop on Vascular Anomalies on 27 April 2016 in Buenos Aires, Argentina.