About ISHLT - Bylaws


Amended April 8, 2000

Article I.
Article II.
Article III.
Article IV.
Article V.
Article VI.
Article VII.
Article VIII.
Article IX.
Article X.
Article XI.
Article XII.
General
Purposes
Membership
Amendments
BOD and Officers
Standing Committees
Scientific Councils
Dues and Finances
Parliamentary Procedure
Indemnification
Corporate Seal
Dissolution

Article I. General

Section I
The name of this organization is the International Society for Heart and Lung Transplantation, a Society dedicated to the science and treatment of end-stage heart and lung diseases, hereinafter referred to as the Society.

Section II
The Society is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the scope of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section III
The powers of the corporation and of its Directors and members and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to the provisions set forth in the Articles of Incorporation and in these Bylaws.

Article II. Purposes

Section I
The purposes of the Society shall be:
  • To associate persons interested in the fields of heart and lung transplantation, end-stage heart and lung disease and related sciences.
  • To encourage and stimulate basic and clinical research in heart and lung transplantation and end-stage heart and lung disease, and to promote new therapeutic strategies.
  • To hold scientific meetings featuring presentations and discussions relevant to heart and lung transplantation and the treatment of end-stage heart and lung disease.
  • To sponsor a scientific journal for the publication of manuscripts related to these disciplines.
  • To establish and maintain an international registry for heart and lung transplantation.
  • To award research grants and establish endowments for the study of heart and lung transplantation and end-stage heart and lung disease, when funds are available and without jeopardizing the financial well-being of the organization.
Section II
No activities may be conducted by the Society, its officers or members which are not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States Internal Revenue Law), by a corporation incorporated pursuant to the provision of the Non-Profit Corporation law of the state of Illinois, or by a corporation granted authority to do business pursuant to the Non-Profit Corporation law of the state of Texas.

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Article III. Membership

Section I
There shall be four classes of members: Active, Associate, Emeritus, and Retired.

Section II
Active membership shall be open to all individuals actively engaged in transplantation medicine or related medical or commercial fields. Each Active member shall be eligible to hold office and serve on Committees and shall have one (1) vote at any Committee or membership meeting during the fiscal year for which he/she is a member in good standing, present, and voting.

Section III
Associate membership shall be open to all individuals in training (resident, fellow, medical student, nursing student, graduate student). Associate members shall be assessed a reduced membership fee. Annual submission of a letter from their dean or chief documenting status as an individual in training is required. No individual may maintain the status of associate member longer than three years. Associate members may not vote at general business meetings of the Society and may not hold office, but may serve on Committees and may exercise voting privileges concerning Committee business during the fiscal year for which he/she is a member in good standing, present, and voting.

Section IV
Emeritus membership shall be bestowed from time to time by the Board of Directors upon individuals who are Active members of the Society in good standing, who have retired from active practice, and who, in the estimation of the Board of Directors, have made significant contributions to the Society. The Annual membership fee shall be waived for Emeritus members. Emeritus members shall each have one (1) vote at any Committee or membership meeting during the fiscal year for which they are members in good standing, present, and voting. Emeritus members may not hold office but may serve on Committees.

Section V
Retired members status shall be considered for all members who write to the Board requesting it and shall be granted to all requesting members who have been members in good standing with ISHLT for the 10 years prior to the request for retired status and who have retired from active medical practice. Retired members will not be required to pay annual membership dues, will not receive the JHLT, will not be eligible to vote, and will be identified as retired members in the annual membership directory. Retired status will be granted at each Fall meeting of the Board. Individuals who retire during the calendar year after paying membership dues for the year will not be considered for retired status until the following Fall Board meeting. Individuals who are not members in good standing with ISHLT at the time their request for retired status is considered by the Board will not be eligible for retired status.

Section VI
Application for membership must be made on an official membership application form provided by the Society and submitted with the appropriate fee to the Headquarters Office of the Society. Any member who fails to pay annual membership dues may be removed from the membership roster of the Society. The Board of Directors may expel members from the Society for unethical conduct. In accordance with state jurisdictions, due process will be aforded to members being considered for expulsion.


The members of the Society shall meet at least once annually at a combined business and scientific meeting. The time and place thereof will be determined by the Board of Directors and notice thereof shall be mailed to every member at least one month prior to such meetings.

Section VII
The Board of Directors or President may call for additional special meetings of the members of the Society in such manner and format as they deem appropriate to the pursuit and advancement of the purposes of the Society. Notice thereof shall be mailed to every member at least one month prior to such meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice thereof.

Section VIII
A quorum for the annual business meeting or any other official meeting of the membership of the Society shall consist of no less than 35 members.

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Article IV. Amendments

Section I
The members of the Society may amend the Bylaws by majority vote of a quorum at any regular or special meeting of the members. The Bylaws Committee will propose or consider proposed amendments to the Bylaws. Proposed amendments to the Bylaws must be mailed to every member at least one month prior to the meeting at which they will be voted on. Amendments to the Bylaws for which notice has not been mailed may also be effected by the unanimous consent of the members present and voting at any regular or special meeting of the membership.

Section II
The Bylaws Committee is authorized to make, without need for membership or Board approval, appropriate and necessary changes to wording, grammar, syntax, and style, provided that such changes do not affect the meaning of the original wording or intent of the Bylaws. The Bylaws Committee will advise the Board and membership of any such changes that are made.

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Article V. Board of Directors and Officers

Section I
The Board of Directors of the Society shall be the policy-making body and shall be authorized to exercise all corporate powers as limited by law, the Articles of Incorporation, and/or the Bylaws.

Section II
The Officers shall be the President, the Immediate Past President, the President-Elect, and the Secretary-Treasurer. They shall have the duties usually associated with the office. In the event of the absence of the President, the President-Elect shall officiate at all meetings.

Section III
The Board shall consist of fifteen members: the four Officers and eleven Directors reflecting the geographic and disciplinary constituencies of the Society, including the nursing constituency. In addition, the Editor of the Journal and the Medical Director of the Registry will serve as ex-officio, non-voting members of the Board, unless they are Officers or Directors otherwise appointed to the Board. Board members and officers shall serve without compensation. The Editor of the Journal and the Medical Director of the Registry shall receive honoraria for their services.

Section IV
The President, the President-Elect, and the Immediate Past-President shall each serve a one year term. The Secretary/Treasurer shall serve a three year term. Board members shall serve three year terms staggered so that three terms of office expire each year at the time of the annual meeting of the membership. Terms commence at the conclusion of the Annual Business Meeting. Board members may serve an unlimited number of terms, but only two terms may be served consecutively. No Officer may serve consecutive terms in the same office.

Section V
The Directors and Officers of the Society shall be elected by majority vote of the membership at the annual meeting of the members. Voting shall be conducted by ballot. The President-Elect will succeed to the office of President upon completion by the President of his term in office or upon any earlier vacancy in the office of President. The President shall succeed to the office of Past-President upon completion of his term in office. A new President-Elect shall be elected at the annual meeting of the membership each year. A new Secretary-Treasurer shall be elected at the annual meeting of the membership every three years. Five new Directors shall be elected at the annual meeting of the membership every year.

Section VI
The Editor of the Journal is appointed by the Board for a five-year renewable term and shall serve as an ex-officio, non-voting member of the Board. The Editor must report to the Board at its regularly scheduled meetings regarding the scientific and financial status of the Journal. The duties of the Editor shall include maintenance of the scientific integrity of the Journal as well as working within the budget as set by the Board of Directors. The Editor may not serve more than three terms consecutively.

Section VII
The Medical Director of the Registry is appointed by the Board for a five-year renewable term and shall serve as an ex-officio, non-voting member of the Board. The Medical Director must report to the Board at its regularly scheduled meetings regarding the status of the Registry. The duties of the Medical Director shall include maintenance of the scientific integrity of the Registry as well as working within the budget as set by the Board of Directors. The Medical Director also shall develop and form liaisons with governmental organizations worldwide and establish computer forms that are compatible with other mandated registries. The Medical Director may not serve more than three terms consecutively.

Section VIII
The Executive Director of the Society shall be employed by the Society's management company and supervise the Headquarters Office. The Executive Director is responsible for maintaining financial records and reporting to the Secretary/Treasurer regarding the financial records. Renewal of the contract of the management company is under the jurisdiction of the Board of Directors. The Executive Director reports directly to the President and the Board of Directors and serves on the Board in an ex-officio, non-voting capacity.

Section IX
The Executive Committee shall consist of the four officers and a fifth member selected by the President from among the Board of Directors. The Executive Committee shall be empowered to make urgent or emergency decisions at the request of the President between scheduled meetings of the Board. Any decisions regarding the approval of expenditures or the appropriation of Society funds shall be subject to a limit of $10,000. The Executive Committee shall advise the Board of Directors in a timely manner of any decisions made, and such decisions must be put forth for ratification by the Board of Directors at the next meeting of the Board. Decisions of the Executive Committee shall be made by majority vote of the Committee members present. Three fifths of the members of the Executive Committee shall constitute a quorum for the transaction of business.

Section X
Vacancies occurring on the Board as a result of death, resignation, or incapacity shall be filled by the Board of Directors. A Board member or Officer appointed to fill a vacancy shall hold the office for the duration of the term.

Section XI
Regular meetings of the Board shall be held at least annually at such time and place as may be determined by the Board. Special meetings of the Board may be called by the President or any two Board members or Officers. At least thirty days notice must be given for any meeting of the Board. Travel expenses will be reimbursed to Board members for Board meetings not held in conjunction with the annual meeting of the membership.

The notice of each meeting of the Board shall state the date, time, and place of the meeting but need not state the purpose of the meeting unless required by law or these Bylaws. No written notice is required if the date, time, and place of the meeting have been announced at a previous meeting of the Board. Notice may be waived in writing before, at, or after the time of such a meeting, and the attendance of a Board member at a meeting shall be deemed to constitute waiver of notice unless it is solely for the purpose of asserting the illegality of the meeting.

A majority of the Board members shall constitute a quorum for the transaction of business.

All decisions of the Board shall be made by a majority vote of the members of the Board present at the meeting.

Any action of the Board may be taken without a meeting if consent in writing is obtained from all members of the Board.

Board members or committee members may participate in and act at meetings of the Board or committees through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participating in such meetings shall constitute attendance and presence in person at the meeting.

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Article VI. Standing Committees

Section I
There shall be a Program Committee. The main charge of the Program Committee is to initiate, plan, and organize all educational and scientific programs as directed by the Board. The annual scientific meeting is the major responsibility of this Committee, although the Committee may also be responsible for other educational activities from time to time. The Committee is also charged to ensure that, when feasible, accreditation materials are prepared to meet necessary requirements for ACCME accreditation and accreditation by other continuing medical education organizations worldwide as facilitated through the Office of the Executive Director.

The Chairman is appointed by the incoming President at the Board of Directors meeting held in conjunction with the annual meeting, subject to the approval of the Board of Directors. The Chairman, with the approval of the President, appoints Committee members reflecting the disciplines of the abstract categories and the geographic constituency of the Society. The incoming President-Elect may appoint a new chairman for the next year in order to assure continuity and familiarity with the policies and procedures of the Program Committee. The Immediate Past Committee Chairman, the Editor of the Journal and the President will serve as Ex-Officio members of the Program Committee. The Program Committee will have sole responsibility for all scientific and educational activities at the annual meeting. The development of the program, including all proffered papers, symposia, and educational programs will be the function of the Program Committee. Commercial firms are invited to support the programs through general educational grants and to aid the Society in support of any special symposia, or other programmatic activities considered to be appropriate by the Board and the Program Committee. The Program Committee may be called upon to advise the Board and to recommend co-sponsorship of educational activities with other organizations. Final decisions regarding co-sponsored programs will be made by the Board of Directors.

The Society can sponsor extramural meetings if the subject matter discussed is judged by the Board to be consistent with the goals of the Society. The proceedings of such meetings may be considered for publication in, or as supplements to, the Journal of Heart and Lung Transplantation. Written approval must be obtained from the sponsors of the meeting by the President acting for the Board before the support of the Society may be publicized.

Section II
There shall be a Registry Committee. Members of the Registry Committee will be appointed by the Medical Director of the Registry, with the approval of the Board. Members of the Registry Committee are appointed for three year terms which may be renewed. The purpose of the Registry Committee is to develop data forms that facilitate the collection of appropriate information, to interface with governmental agencies and international transplant networks in data collection, to enhance compliance with data collection, and to review results of data collection. The Registry Committee will also authorize, review, and approve the submission of requests for access to the data base for scientific studies.

Section III
There shall be an Editorial Board. Members of the Editorial Board will be appointed by the Editor, with the approval of the Board. Representatives of multiple disciplines including, but not limited to, cardiology, pulmonology, cardiopulmonary surgery, basic science, congestive heart failure, pediatric transplantation, and nursing, must be included on the Editorial Board. Members of the Editorial Board are appointed for three year terms which may be renewed once by the Editor upon approval by the Board of Directors.

Section IV
There shall be a Bylaws Committee. The Officers of the Society shall serve as the Bylaws Committee and shall propose and/or consider proposed amendments to the Bylaws and will present amendments first to the Board for approval and then to the membership for vote.

Section V
There shall be a Nominating Committee. The President and the immediate four Past Presidents shall serve as the Nominating Committee. The Immediate Past President shall serve as Chair of the Nominating Committee. The President-Elect shall serve as an alternate representative to the Nominating Committee. This committee shall prepare a slate of Officers and Directors upon instruction from the Board as to the geographic and disciplinary vacancies which are to be filled and shall present its slate to the Board of Directors at a meeting or telephone conference call held prior to the annual meeting. The President-Elect and Secretary-Treasurer must be nominated from among the current and past Board members. The Board of Directors may modify the slate as they see fit to insure that the geographic and disciplinary constituencies of the membership are adequately represented. The slate will be mailed to the members at least 30 days prior to the annual meeting and shall be presented to the membership at the annual meeting for a vote.

Section VI
There shall be a Grants and Awards Committee. The purpose of the Committee shall be to oversee and administer the Society's research grant program, including the grant application and application process, the review of grant applications, and the oversight of grant award follow-up reports. The Committee shall also be charged with managing the process of determining each year's Caves Award Winner, and with administering any other awards program assigned to it by the Board of Directors. The Grants and Awards Committee shall consist of a Chair and a Co-Chair, appointed by the President and serving staggered terms. Committee members shall be appointed by the Co-Chairs the three-year staggered terms. The number of committee members shall be determined by the Co-Chairs according to their need.

Section VII
There shall be an Education Committee. The Education Committee shall consist of a Chair appointed by the President, and five committee members, consisting of the Program Chair, the Program Chair-Elect, the President, the President-Elect, and a member-at-large appointed by the Chair. The Education Committee shall be responsible for ensuring that all educational activities of the Society meet the requirements of the ACCME, for regularly evaluating the quality and applicability of the Society's education endeavors as they relate to the educational needs of the members, for determining the ongoing educational needs of the members, and for recommending to the Board educational programs and activities by which these needs may be met.

Section VIII
The Board may appoint other Committees as necessary.

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Article VII. Scientific Councils

Section I
All members of the Society will be invited to participate in the activities of Councils. The number and specific designation of the Councils will be determined by the Board of Directors based on the scientific interest and constituencies of the membership. Councils will include, but not be limited to Heart Failure and Transplant Medicine, Nursing and Social Sciences, Pathology and Basic Science, Pulmonary Transplantation, and Pediatric Transplantation.

Section II
The Councils will be allotted time during the Annual Meeting to meet to discuss specific areas of interest including scientific, organizational, and educational issues. Each Council will be initially chaired by a designee of the Board. Thereafter each Council will elect a chairman for a designated term. A Council Chair cannot be a Board member at the time of chairing any Council. Any members of the Society may attend any of the Council meetings of interest. Chairs for the Councils will report discussions, suggestions, etc. to the Board of Directors at the Board meetings and as directed by the Board.

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Article VIII. Dues and Finances

Section I
The fiscal year of the Society shall be the calendar year commencing on January 1 and ending on December 31 of each year.

Section II
Funds for the Society, its operation, and its programs shall be derived from dues, fees, and other sources, as directed and budgeted by the Board of Directors. The Board shall review and approve all budgets and expenditures as prepared by the Executive Director.

Section III
The dues for membership and the registration fees for the educational, scientific, and other activities of the Society shall be determined by the Board of Directors. The annual dues shall be due at the start of the calendar year and must be paid on or before that date. Any member who has not paid his/her dues by February 15 will be notified by the Headquarters Office that she/he is no longer in good standing and therefore shall not be accorded any rights or privileges of membership. Any member not in good standing because of non payment of dues may be reinstated at any time during that calendar year upon the payment of indebtedness plus a reinstatement fee. Thereafter individuals delinquent in dues payment will be removed from the membership rosters and required to reapply for membership.

Article IX. Parliamentary Procedure

All procedures of the meeting of the members, the Board, and its committees shall be governed by Robert Rules of Order, Newly Revised, except where otherwise provided by law or in the Bylaws.

Article X. Indemnification

The Society shall indemnify all persons made or threatened to be made a party to proceedings by reason of the former or present official capacity, in relation to the Society, of that person to the extent allowed under Section 108.75 of the Illinois General Not For Profit Corporation Act of 1986, as amended from time to time. The Society may purchase and maintain insurance on behalf of Directors and Officers and others who may be indemnified to the extent of such person's right to indemnity under this Article.

Article XI. Corporate Seal

The Society may, if the Board so elects, create, establish, and use a corporate seal.

Article XII. Dissolution

On dissolution of the Society, the Board shall, after paying or making provision for payment of all liabilities of the Society, distribute all of the assets of the Society to such organization or organizations as the Board may determine, which are organized and operated exclusively for charitable, educational, or scientific purposes and which qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Service Code or to which contributions are otherwise deductible under Section 170(c) (1) or 170(c) (2) of the Internal Revenue Service Code. Such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the Society is then located.

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