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Amended Constitution

 

Article I

Name

This organization shall be called the International Association for Comparative Research on Leukemia and Related Diseases.

 

Article II

Headquarters

Headquarters of the Association shall be designated the Secretariat and shall be located in the country of the Secretary General.

 

Article III

Purpose

The purpose of the International Association for Comparative Research on Leukemia and Related Diseases will be to promote and stimulate the exchange of ideas and knowledge among research workers throughout the world on comparative research on leukemia and related diseases:

 

a By organizing and conducting an International Symposium on Comparative Leukemia Research every (2) two years.

b By publishing the proceedings of each International Symposium in a bound volume.

c  By publishing a newsletter at least once every two (2) years which shall contain information to be transmitted to the membership.

d  By encouraging cooperative activities between institutions, organizations and societies who have interests in common which relate to comparative research on leukemia and related diseases.

 

Article IV

Membership

Section 1. Members. The Association shall consist of regular members, honorary members and supporting members and shall hereinafter together be referred to as „Members".

Section 2. Regular Member. The term „Regular Member" shall mean any research worker who expresses in writing a desire to become a member of the Association and whose membership is approved by the World Committee.

Section 3. Honorary Member. The term „Honorary Member" shall mean a distinguished research worker who has contributed measurably to the advancement of comparative research on leukemia and related diseases. Supporting Members shall be distinguished in accordance with the following categories: Benefactor, contribution of $ 1.000 or more; Patron, contribution of $ 500 to 1.000; or Donor, contribution of $ 100 to $ 500.

 

Article V

Meetings and Voting

Section 1. Meetings. Regular meetings of the Association shall be held once every two (2) years at the time of the International Symposium.

Section 2. Voting Privileges. Only Regular Members of the Association shall be permitted to vote the Association meetings. Each Regular Member shall be entitled to one (1) vote on each matter properly submitted to the Regular Members to their vote, consent, waiver, release or other action. A Regular Member may not vote or act by proxy, except as otherwise provided herein.

Section 3. Quorum and Voting. The Regular Members present at any meeting of the Association shall constitute a quorum for such meeting. The affirmative vote of a majority of the Regular Members present at any such meeting shall be necessary for the authorization or taking of any action voted upon by the Regular Members.

Section 4. Nomination and Election. Nominations for membership on the World Committee shall be made by the members of the World Committee. Additional nominations may be made from the floor by Regular Members present at a regular meeting of the Association. Election of members ot the World Committee from among those nominated shall be by majority vote of the Regular Members present at a regular meeting of the Association. Vacancies shall be filled by majority vote of the World Committee to serve only until the next regular meeting of the Association, at which time the vacancy for the balance of the term, if any, shall be filled in the same manner as for members for a full term.

Section 5. Executive Committee. An Executive Committee, to consist of the President, Senior Vice President, Secretary General, Treasurer and General Counsel of the Association, shall have the power and authority to authorize and take any action, other than the appointment of a temporary member of the World Committee to fill a vacancy, between regular meetings of the World Committee which could be authorized or taken by the World Committee itself. The World Committee shall appoint one (1) or more of its members to be alternate members of the Executive Committee to take the place of any absent member at any meeting of the Executive Committee.
The Executive Committee shall serve at the pleasure of, and shall be subject to the direction and control of, the World Committee.

Section 6. Meetings. The World Committee shall meet at least once every two (2) years during the International Symposium. The President may call a meeting of the World Committee at other times as may be necessary. If necessary, the Executive Committee shall meet between International Symposium meetings to direct the affairs of the World Committee and to conduct the business of the Association. A majority of the members of the World Committee shall be necessary to constitute a quorum for a meeting of the World Committee, except that a majority of the members of the World Committee in office shall constitute a quorum for filling a vacancy on the World Committee. Both the World Committee and the Executive Committee may act by a majority vote of ist respective members.
Meetings of either the Executive Committee or the World Committee may be held through any communications equipment if all persons participating can hear each other. Either the Executive Committee or the World Committee may authorize or take any action which could be authorized or taken by it at a meeting in a writing or writings signed by all of the members of such Committee.

 

Article VI

Board of Trustees: The World Committee

Section 1. Composition. The Board of Trustees of the Association shall be called the World Committee and shall be composed ot at least three (3) members; provided, however, that (i) no country shall be represented on the World Committee by more than 20% of the members of the World Committee, and, (ii) no organization shall re represented on the World Committee by more than one (1) member. The Treasurer and General Counsel shall serve as ex officio members of the World Committee without the right to vote, and shall not be considered in determining a country's representation. Each member of the World Committee must be a Regular member or an officer of the Association. Organizations represented on the World Committee shall not be considered in determining a country's representation.

Section 2. Powers. The World Committee shall have such powers as are necessary and incidental to conduct and manage the affairs of the Association.

Section3. Term of Office. Beginning in 1979 and except as provided in this Section 3, members of the World Committee shall serve for a term of four (4) years and may be elected for no more than two (2) terms; provided, however, that the Secretary General of the Association and representation by the National Cancer Institute (USA), the Leukemia Society of America, and the UICC shall be permanent. Representatives of such organizations and the Secretary General shall serve four (4) years in the same manner as other members of the World Committee, but representatives of such organizations and the Secretary General shall not be limited as to the total number of terms to which they may be elected. No period for which a person is elected pursuant to Section 4 of this Article V to fill a vacancy on the World Committee shall be counted in determining whether such person has been elected for more than two (2) terms. A person shall not be elected to a second term on the World Committee if such person has missed two (2) or more World Committee meetings during his first term, provided, however, that any absence excused by the World Committee because of illness or extraordinary cicumstances shall not be counted in determining whether a person has missed two meetings.

The four (4) year terms of the members of the World Committee shall be staggered so that, as nearly as possible, the terms of one-half of the members of the World Committee shall expire every two (2) years immediately after an International Symposium. To achieve this staggering of terms and notwithstanding the preceding paragraph to the effect that terms shall be a four (4) year period, at the 1979 meeting of the Association half of the members of the World Committee shall be elected for a four (4) year term and the remainder of the members of the World Committee shall be elected for a six (6) year term.

 

Article VII

Officers

Section 1. Election. The officers of the Association shall be elected by a majority vote of the World Committee. The President and Vice President(s) shall be chosen from among, and the Secretary General shall be chosen by, the membership of the World Committee. The election shall be held at the meeting of the World Committee during the International Symposium. The officers elected shall serve for a term of two (2) years until the next International Symposium, and until their successors are elected.

Section 2. Officers to be Elected. The officers shall consist of a President, who may not succeed himself, and a Vice President or Vice Presidents, Secretary General, Treasurer and General Counsel who may succeed themselves. If more than one (1) Vice President is elected, a Senior Vice President shall be elected from among them.

Section 3. President. The President shall serve as Chairman of the World Committee. He or she shall preside at all meetings, appoint committees, call for reports, sign and present membership and other official certificates and documents, announce the results of all elections, preside over the International Symposium and in general direct the activities of the Association.

Section 4. Vice President(s). The Senior Vice President shall serve as Vice Chairman of the World Committee and shall carry out the duties of the President in his or her absence. Should the President die, become incapacitated, or resign, the Senior Vice President shall automatically succeed to the President in office and complete the unfinished term. He may then be re-elected to a full term of office thereafter. Any additional Vice President shall perform such duties as may from time to time be determined by the World Committee.

Section 5. Secretary General. The principal duties of the Secretary General shall be as follows:

a  To direct and coordinate the administrative operations of the Secretariat;

b  To assist in the organization of the efforts in planning the program of and in handling the arrangements for the next International Symposium following his election;

c   To oversee all publications;

d   To aid in the solicitation of support for the Association:

e   To maintain current records or all official actions taken by the Association, including making the minutes of all meetings of the Association, the World Committee and the Executive Committee, and to have custody of and responsibility for all of the files, membership records, documents, minute books and official correspondence of the Association; and

f    To inform the Regular Members of the Association of the activities of the Association and of their membership status.

In addition, the Secretary General shall preside over the meeting of the Association and the World Committee in the absence of the President and the Vice President(s).

Section 6. Treasurer. The Treasurer shall have the responsibility of all financial activities of the Association and shall keep records of all funds received and disbursed. The Treasurer shall prepare financial statements including a statement of receipts and expenditures and a projected budget, at the end of each fiscal year for presentation to the World Committee. The Treasurer shall also arrange for a certified audit of the Association's financial statements in each fiscal year of an International Symposium, which audit shall cover the two (2) preceding years and be prepared by a firm of independent public accountants.

Section 7. General Counsel. The General Counsel shall handle the legal affairs of the Association and advise the Association in legal matters.

 

Article VIII

Standing Committees

Section 1. The following standing committees may be appointed by the President: Membership Committee, Information and Education Committee, Editorial Committee, Finance Committee and Nominating Committee and such other committees as shall be deemed necessary by the President. Each committee shall be composed of a chairman and at least two (2) members appointed by the President from members of the World Committee. Committee members shall serve a term of two (2) years and can be reappointed. No member of a committee shall serve on more than two (2) of the aforementioned committees at a time. The Scientific Program Committee shall be elected by and from the members of the World Committee. The Secretary General shall serve as an ex officio member of all standing committees.

Section 2. Membership Committee. The Membership Committee shall review all applications for membership as Regular or Honorary Members of the Association, and shall propose candidates for approval by the World Committee.

Section 3. Information and Education Committee. The Information and Education Committee shall oversee the public relations activities of the Association and shall serve as liaison with the Symposium organization committee.

Section 4. Editorial Committee. The Editorial Committee shall oversee all publications of the Association.

Section 5. Scientific Program Committee. The Scientific Program Committee shall make recommendations concerning the scientific program of future Symposia and shall serve as liaison with the Symposia program committees.

Section 6. Finance Committee. The Finance Committee shall include the Treasurer as Chairman and shall also include the Chairman of the Scientific Program Committee. The Committee shall be responsible for raising and receiving appropriate funds to support the programs of the Association and to otherwise oversee the financial operation of the Association. The Finance Committee may recommend individuals or organizations for supporting membership.

Section 7. Nominating Committee. The Nominating Committee shall make recommendations to the World Committee of individuals which it proposes for membership on the World Committee and as officers of the Association.

 

Article IX

Finances

Section 1. This Association is a nonprofit organization. No officer shall receive a salary, all services being rendered to the Association on a volunteer basis. The finances necessary to carry out the purpose of the Association will be sought from contributions of interested individuals, associations, commercial enterprises, foundations, agencies of governments and international organizations.

Section 2. No part of the finances of the Association shall be distributed to its members or officers or other private persons, except for payment of reasonable compensation services rendered or expenses incurred in achieving the goals of the Association.

Section 3. Expenditures by the Secretariat over $500.00 are  paid with the approval by the World Committee or by one of the other officers of the Association. This should be reflected in a receipts and expenditures statement, or other comparable report, which has been prepared by the Treasurer and reviewed by an independent firm of public accountants and which has been delivered to the World Committee.

Section 4. Biennial dues shall be charged Regular Members in order to assist in defraying the expenses of the Association. The amount of the biennial dues shall be at least $ 10.00, and may be increased by the World Committee. Failure to pay such dues prior to the International Symposium shall be considered as withdrawal from membership in the Association. Dues shall be charged regardless of when the Association is joined during the two (2) year period between the most recently held Symposium and the next planned Symposium and shall be applied toward expenses incurred during such two (2) year period to the extent needed. Any contributions or other payments received by the Association during any such two (2) year period shall be similarly applied.

 

Article X

Fiscal Year

Section 1. The fiscal year of the Association shall begin on January 1.

 

Article XI

Seal

Section 1. The official seal of the Association shall be circular with concentric rings simulating the world surrounded at its periphery with silhouettes of species ranging from fish to man representing the comparative nature of the Association.

 

Article XII

Amendments

Section 1. Subject to the conditions that no amendment (i) shall be inconsistent with the primary purpose of the Association set forth in Article III hereof and (ii) shall authorize the World Committee to conduct the affairs at this Association in any manner, or for any purpose, which would cause the Association to cease to be an „exempt organization" as that term is used in 501 © (3) of the Internal Revenue Code of 1954, as now in force, this Constitution may be amended as hereinafter provided in this Article.

Section 2. This Constitution may be amended by a two-thirds vote of the Regular Members present at a regular meeting of the Association. Voting shall take place by ballot and the results will be announced prior to the conclusion of the regular meeting.

Proposed amendments to this Constitution to be voted on at a regular meeting of the Association must be endorsed by no less than twenty (20) Regular Members or by no less than three (3) members of the World Committee and must be submitted to the Secretary General in writing at least sixty (60) days prior to the regular meeting of the Association.

Section 3. This Constitution may be amended at any time, except for a period of six (6) months before a regular meeting, in accordance with the following procedure:

a  Any amendment may be proposed by a majority of the officers or of the members of the World Committee or by no less than twenty (20) Regular Members by submitting the proposed amendment in writing to the Secretary General.

b  A copy of any amendment so proposed shall be sent by the Secretary General by mail within fifteen (15) days of the receipt of such proposed amendment to each of the members of the World Committee to solicit his or her recommendation as to the adoption of the amendment; the World Committee shall be considered to have recommended adoption of the amendment if two-thirds of the members of the World Committee vote to make such recommendation in a written response to the Secretary General by mail or in person within sixty (60) days after the date upon which copies of the proposed amendment are first mailed to members of the World Committee to solicit their vote.

c  If the proposed amendment is recommended for adoption by the World Committee, a copy of the proposed amendment, together with an indication that it has been so recommended, shall be sent by the Secretary General by mail within fifteen (15) days of the receipt of the requisite vote of the World Committee to each of the Regular Members to solicit his or her vote as to the adoption of the proposed amendment; the proposed amendment shall be adopted if two-thirds of the Regular Members vote to adopt such proposed amendment in a written response to the Secretary General by mail or in person within sixty (60) days after copies of the proposed amendment are first mailed to the Regular Members to solicit their vote.

 

Article XIII

Dissolution

In the event of the dissolution of the Association, or in the event it shall cease to carry out the purpose of the Association set forth in Article III hereof, all of the assets of the Association shall go and be distributed to such charitable, nonprofit organization as may be selected by the World Committee in order that the assets then owned by the Association shall be devoted to such purpose set forth herein or as closely allied thereto as is possible; provided, however, that such selected organizations must have established appropriate exempt status as organizations described in Section 502 © (3) of the Internal Revenue Code of the United States, contributions to which are deductible. In no way shall any of the assets of the Association or the proceeds of any of the assets, in the event of dissolution, go or be distributed to members of the Association, either such members, or for any other such purposes, except as provided in Section 2 of the Article IX hereof.



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