ARTICLE I
General
Section 1. Purposes of Association. The purposes of this association shall be as set forth in the Articles of Incorporation of the Association. These Bylaws specify various matters affecting the operations and governance of the Association.
Section 2. Solicitation and receipt of gifts. The Association may seek gifts, contributions, donations and bequests (herein generally called “gifts”) for its purposes. While the Association specifically encourages unrestricted gifts whose principal and/or income therefrom may be used for the Association’s purposes in the discretion of the Council of the Association, the Council will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Council to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by the Council for such restricted gifts.
ARTICLE II
Members
Section 1. Membership categories. The Association shall have the following types of Members:
(a) Active
(b) Senior
(c) Honorary
Section 2. Qualification and application.
(a) Active Membership shall be available to any suitably qualified medical practitioner or scientist actively involved in any of the hepatic, pancreatic or biliary fields. An applicant for Membership shall complete and sign the official application form, which shall be submitted to the Secretary.
(b) Senior Membership shall be offered on application after retirement from active academic or clinical practice. Senior Members shall receive notices of activities of the Association, such as conferences, but will not have voting rights. Senior Members will be exempt from the annual Membership subscription.
(c) Honorary Membership shall be considered for those distinguished individuals who have made exceptional contributions in the fields of hepatic, pancreatic and biliary disease, whether clinical or scientific. Honorary Membership may be proposed by any Member for consideration by the Association’s Council, which will seek approval from the Membership at its next General Assembly. Honorary Members will have all the voting rights of Active Members but are excluded from holding office and are exempt from the annual Membership subscription. (Any reference herein to a vote of the Members or Membership shall mean a vote of the Active and Honorary Members.)
Section 3. Election of active Members. Candidates for Active Membership shall obtain an official application form and submit it duly completed to the Secretary of the Association for approval by the Council. Membership commences on payment of the appropriate annual Membership subscription.
Section 4. Annual membership subscription. Active Members will be required to pay an annual subscription to maintain their Membership and support the activities of the Association. The level of the fee will be determined by the Council and approved by the Membership at the General Assembly. Any Member who fails to pay the subscription for two consecutive years after two reminders from the Secretary will be deemed to have resigned from the Association. The currency used and mechanism for collection of subscriptions will be determined by the Council.
Section 5. Termination of Membership. Active Members will cease to belong to the Association, as determined by the Council, by virtue of the following:
(a) Resignation in writing to the Secretary or death of the Member;
(b) Nonpayment of appropriate Membership subscriptions;
(c) Failure to adhere to the Association’s Articles of Incorporation and Bylaws, as determined by the Council;
(d) Failure to retain good standing within the medical profession, as determined by the
Council;
(e) Expulsion by a majority vote of the Membership at the General Assembly, on the
recommendation of the Council.
Section 6. Meetings
(a) General Assembly. The business meeting of the Members shall be the General Assembly, which shall be held together with the Scientific Meeting of the Association every two years. The dates and venue of the General Assembly Congress shall be proposed by the Council and determined by the Members of the Association in General Assembly. All Members of the Association are entitled to submit in writing to the secretary items for inclusion on the agenda of the General Assembly three months in advance of the meeting.
(b) Congress. At the Scientific Meeting of the Association, papers shall be read by Members or by individuals sponsored by Members. The Scientific Committee shall designate a time limit for presentations and discussion and may invite speakers who are not Members of the
Association. Guests shall have the privilege of the floor by invitation at sessions of the Congress but shall not be allowed to attend the General Assembly. English shall be the official language of the Association.
(c) Regional Congresses. The Association will encourage regional meetings in the alternate years between World Congresses. These meetings will be continental and/or hemispheric in scope. These meetings will be organized and run by independent regional hepato-pancreatobiliary societies, associations, chapters and/or corporations.
Section 7. Quorum, action. Thirty (30) of the number of active and honorary Members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the active and honorary Members present at a duly held meeting at which a quorum
is present shall be the act or decision of the Members, unless the law, the Articles of Incorporation of the Association or these Bylaws require a greater proportion.
Section 8. Notices. Notice of any meeting of the Members of the Association, in each case specifying the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given to each Member by written notice delivered in person, by e-mail, telegraph, facsimile or other form of communication, or by mail or private carrier, not more than ninety (90) days prior to the date of the meeting but at least thirty (30) days before the time set for such meeting or, if notification is by mail, by mailing such notice at least forty-five (45) days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, with postage prepaid, addressed to the Member at his address as it appears on the records of the Association.
Section 9. Waiver of notice. The transactions of any meeting of the Members of the Association, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by the Member or Members entitled thereto. Such waiver shall contain the same information as would have been required to be included in such notice, except that the time and place of the meeting need not be stated. All such waivers shall be filed with and made a part of the minutes of the meeting.
Section 10. Action without meeting. Any action which may be taken at a meeting of the Members may be taken without a meeting if Members holding at least 50% (fifty percent) of the voting power shall consent in writing to such action. Such action must be evidenced by one or more written consents describing the action taken, signed by the required number of Members, and delivered to the Association for inclusion in the minutes. All signatures on the written consent shall be dated and, in determining whether the required number of Members have signed the consent, only those signatures dated after the date of the most recent meeting of the Members may be counted. Such action by written consent shall have the same force and effect as the vote of the Members at a meeting duly called and held. Written notice of Member approval shall be given to all Members who have not signed the written consent. If Member approval by written consent is less than unanimous, any such actions contemplated by such consent will be effective 10 days after the aforementioned notice has been given.
Section 11. Organization. The President of the Association, or in the absence of the President, the President-Elect, shall act as chair of the General Assembly.
ARTICLE III
Executive Council
Section 1. Powers. The affairs of the Association shall be managed by the Executive Council of the Association.
Section 2. Number; election; term. The number of Executive Council of this Association shall be not less than seven (7) nor more than twenty-two (22) and consist of the seven (7) officers of the Association, as defined in Article IV, five (5) Members elected at the annual meeting and a maximum of ten (10) coopted Members to assure two (2) members each from Namibia, Botswana and Zimbabwe, multidisciplinary representation and representation from the regional tertiary training institutions. Elected Members on shall be elected in the manner provided in Article IV, and each Executive Council Member shall serve the term specified for his/her Office as specified in Article IV.
Section 3. Resignation. An Executive Council Member may resign at any time by giving written notice to the Secretary of the Association, who shall advise the Council of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the General of the Association.
Section 4. Removal. The Members of the Association may, with or without cause, remove one or more Executive Council Members or the entire Board. An Executive Council Member may be removed only if the number of votes cast to remove the Council Member would be sufficient to elect the Council Member at a meeting of the Members. A Council Member may be removed only at a Member meeting called for the purpose of removing the Council Member, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Council Member. A Council Member appointed to fill the vacancy of a Council Member who was elected by the Members may be removed without cause by the Members but may not be removed without cause by the Board.
Section 5. Vacancies. Any vacancy in the Council occurring for any reason, including an increase in the authorized number of Council Members, shall be filled by appointment by the President, in consultation with the Council. Any Council Member so appointed shall hold office for the unexpired portion of the term such Council Member was appointed to fill.
Section 6. Meetings.
(a) Regular annual meeting. A regular annual meeting of the Council shall be at such time and place as may be designated by the President of the Association. In years when a Congress is held, the annual meeting shall be conducted prior to the General Assembly. In other years, the annual meeting shall be held during the meeting determined by the Council.
(b) Special meetings. Special meetings of the Council may be called as deemed necessary by the President to consider the affairs of the Association.
Section 7. Notices. With the exception of the regular annual meeting set forth in Section 6(a), notice of any meeting of the Council, in each case specifying the place, date and hour of the meeting, shall be given to each Council Member by written notice delivered in person, by e-mail, telegraph, facsimile or other form of communication, or by mail or private carrier, not more than ninety (90) days prior to the date of the meeting, but at least thirty (30) days before the time set for such meeting or, if notification is by mail, by mailing such notice forty-five (45) days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, with postage prepaid, addressed to the Director at the Director’s address as it appears on the records of the Association. Neither the business to be transacted at, nor the purpose, of any meeting of the Council need be specified in the notice or waiver of such notice of such meeting.
Section 8. Waiver of notice. The transaction of any meeting of the Council, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Council Member not present at the meeting and (b) each Council Member present at the meeting who objected thereat to the transaction of any business because the meeting was not lawfully called or convened. All such waivers shall be filed with and made a part of the minutes of the meeting.
Section 9. Action without meeting. An action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing setting forth the action is signed by two-thirds of the Council Members then in office. Such action by written consent shall have the same force and effect as a vote of the Council Members taken at a meeting. All Council Members must be given written notice immediately of the text of the written consent and its effective date and time. The written consent shall be effective on the latest of the following: (a) the date it is signed by the required number of Council Members; (b) the date specified in the written consent; (c) the tenth day after the day on which the required notice of the text of the consent is given to all Council Members. A Council Members who does not sign or consent to the action taken by written consent shall not be liable for the action.
Section 10. Quorum; action of Council Members. A majority of the number of Council Members fixed pursuant to the Articles of Incorporation or these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Council Members present at a meeting at which a quorum is present shall be the act or decision of the Council, unless the act of a greater proportion is required by law, the Articles of Incorporation or these Bylaws.
Section 11. Organization. The President of the Association shall chair each meeting of the Council, or in the absence of the President, the President-Elect shall chair the meeting.
Section 12. Methods of conducting meetings. Council Members may participate in any regular or special meeting or in any meeting of a committee of Council Members by any means of communication by which either (1) all participating Council Members may simultaneously hear each other during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Council Members and each participating Council Members is able to immediately send messages to all other participating Council Members. If a meeting is conducted using one of the foregoing means, all participating Council Members must be informed that a meeting is taking place at which official business may be transacted. A Council Members participating in such a meeting is deemed to be present in person at the meeting. If requested by any Council Members, minutes of the meeting shall be prepared and distributed to each Council Members.
Section 13. Committees.
(a) Nominating Committee. The Nominating Committee shall consist of the Immediate PastPresident, as chair, the President, and the President-Elect. The Nominating Committee shall recommend to the Council and the General Assembly the officers of the Association to be elected as outlined the Article IV, Section 3.
(b) Executive Committee. The Executive Committee shall consist of the President, as Chair, the President-Elect, the Secretary and the Treasurer. The Executive Committee shall have and may exercise, when the Council is not in session, the powers of the Council in the management of the affairs of the Corporation, except action with respect to election of officers, filling of vacancies in the Council, or the formation of or filling of vacancies in committees with limited Board authority pursuant to this subsection. The Council may elect one or more Council Members as alternate Members of any such committee, who may take the place of any absent committee Member or Members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Council or any individual Council Members of any responsibility imposed upon the Council or any individual Council Members by law.
Section 14. Council Members Conflicts of Interest. No contract or other transaction between the Association and one or more of its Council Members or any other corporation, firm, association, or entity in which one or more of its Council Members are Council Members or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such Council Members or Council Members are present at the meeting of the Council or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Council or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Council Members; or (2) the fact of such relationship or interest is disclosed or known to the Members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (3) the contract or transaction is fair and reasonable to the Association. Common or interested Council Members may be counted in determining the presence of a quorum at a meeting of the Council or a committee thereof which authorizes, approves, or ratifies such contract or transaction.
ARTICLE IV Officers
Section 1. Nomination and election. Nominations for persons to serve as officers of the
Association shall be submitted to the Chair of the Nominating Committee, the Immediate PastPresident, in writing not less than one month before the General Assembly. Nominees, proposers, and seconders shall be Active or Senior Members of the Association, and the consent of the nominee shall accompany the nomination. In the absence of nominations from the Membership, the Nominating Committee shall propose nominees for offices. Officers shall be elected by the Members at the General Assembly, on the recommendation of the Council.
Section 2. Resignation. Any officer may resign at any time by giving written notice to the Secretary General of the association. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary General.
Section 3. Officers of the Association.
(a) President. The President shall chair meetings of the Council, the Executive Committee, and the Membership Committee and shall ensure that the Articles of Incorporation and Bylaws are observed. He/she is elected for two years and cannot be re-elected.
(b) President-Elect. The President-Elect is elected two years in advance of assuming the Presidency and shall serve in the place of the President in his/her absence.
(c) Congress Chairman. The Congress Chairman shall organize the Congress to be held at the end of his/her tenure in office of two years.
(d) Treasurer. The Treasurer will oversee the finances of the Association. The Treasurer will be responsible for the collection of Membership subscription fees, payment of the Association’s running costs, and the long-term investments of the Association. The Treasurer shall maintain the Association’s funds in one or more appropriate accounts and will present details of transactions and proposed budgets to the Council at the annual meeting. He/she is elected for a period of four years and will assume the responsibilities of the Secretary in the absence of the Secretary-Elect. The Treasurer, in conjunction with the Congress Chairman, will establish and maintain a fund for the express purpose of facilitating attendance at the Congress by trainees and young investigators in the field.
(e) Secretary. The Secretary is responsible to the Council for the administration of the Association including maintenance of Membership lists, registration of documents, establishment of contracts with other scientific societies and organizations and retention of archives. He/she shall prepare the agenda and rules of procedures for each meeting of the Council and the Executive Committee, and the General Assembly and shall keep their records.
He/she is elected for a period of four years and cannot be re-elected.
(f) Secretary-Elect. The Secretary-Elect is elected two years in advance of becoming Secretary and assumes the responsibilities of the Secretary in his/her absence.
(g) Immediate Past-President. The Immediate Past-President shall serve on the Council for two years immediately after the end of his/her tenure as President. He/she shall also chair the Nominating Committee and the Development Committee.
Members-at-Large - There shall be five (5) elected Members-at-Large, who shall be elected to the Council for a period of two years. Elected Members-at-Large may be re-elected twice, for a total of six years in office. An additional ten (10) Members can be coopted to assure two (2) members each from Namibia, Botswana and Zimbabwe, multidisciplinary representation, and representation from the regional tertiary training institutions.
ARTICLE V
Instruments; bank accounts; checks and drafts; loans; securities; fiscal year
Section 1. Execution of instruments. Except as in these Bylaws otherwise provided, the Council may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authorization may be general or confined to specific instances. Except as so authorized, or as in these Bylaws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount.
Section 2. Bank accounts. The Council from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositaries as may be selected by the Board or by any officer or officers, agent or agents of the Association to whom such power may be delegated from time to time by the Council. The Council may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these bylaws as the Board may deem expedient.
Section 3. Checks and drafts. All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined from time to time by resolution of the Council. Endorsements for deposit to the credit of the Association in any of its duly authorized depositaries may be made without countersignature, by the President, President-Elect, Treasurer, Secretary General or SecretaryElect, or by any other officer or agent of the Association to whom the Council, by resolution Association, shall have delegated such power, or by hand-stamped impression in the name of the Association.
Section 4. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Council. Such authority may be general or confined to specific instances. No loans may be made to any officer or Director of the Association, directly or indirectly, except that reasonable advances of reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Council.
Section 5. Sale of securities. The Council may authorize and empower any officer or officers to sell, assign, pledge or hypothecate any and all shares of stocks, bonds or securities, or interest in stocks, bonds or securities, owned or held by the Association at any time, including without limitation because of enumeration, deposit certificates for stock and warrants or rights which entitle the holder thereof to subscribe for shares of stock, and to make and execute to the purchaser or purchasers, pledgee or pledgees, on behalf and in the name of the Association, any assignment of bonds or stock certificates representing shares of stock owned or held by the Association, and any deposit certificates for stock, and any certificates representing any rights to subscribe for shares of stock. However, the Association shall not offer or sell any securities in violation of any State or securities law registration or other requirement.
Section 6. Fiscal Year. The fiscal year of the Association shall end on such date as shall be established by the Council.
ARTICLE VI Indemnification
Section 1. Mandatory indemnification. The Association shall, to the fullest extent permitted or required by the Statute, indemnify each Council Member and officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Council Member or
0fficer, arising out of or in connection with any Proceeding to which such Council or officer is a Party because he or she is a Council Member or officer of the Association. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, Board resolution, vote of Members, the Statute or otherwise. The Association may, but shall not be required to, supplement the right to indemnification against Liability and advancement of Expenses under this Section 1 by the purchase of insurance on behalf of any one or more of such persons, whether or not the Association would be obligated to indemnify such person under this Section 1.
Section 2. Private Foundation Limitation.
Section 3. Limited Liability of Volunteers. Each individual (other than an employee of the Association) who provides services to or on behalf of the Association without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted or registered under state law and who is performing services to or on behalf of the Association without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit or registration, unless otherwise expressly indicated to the Association in writing.
ARTICLE VII Amendment
These Bylaws may be amended by a majority vote of the Members at a General Assembly.
