WAA Bylaws

WORLD APHERESIS ASSOCIATION BYLAWS

DRAFT
New Bylaws as of January 2015 to be ratified at next meeting of WAA on April 27-29, 2016 in Paris .

Article I — Name

The name of the Association shall be the World Apheresis Association, a not-for profit organization, hereinafter referred to as “The Association”.

Article II — Purposes

The purposes of The Association are as follows:

  •  To foster global scientific investigation, collaborative research, clinical applications, education and exchange of information and ideas concerning apheresis and allied fields in clinical and laboratory medicine
  •  To serve as an umbrella organization for all professional Societies involved and interested in apheresis
  • To stimulate the availability of safe and effective apheresis techniques for the collection of donor cells and plasma as well as the removal or modification of blood constituents in disease
  •  To encourage and advance high standards of administrative and technical performance in the field of apheresis

All other purposes which contribute to safe and effective apheresis practice in patient care.

Article III — Offices

The principle office of The Association shall be located in Paris, France. The registered office is located at the Faculty of Medicine, Dijon, France. Offices may be established by the Board of Directors at any other place or places where The Association is authorized to operate.

Article IV — Membership

Section 1 — Classes of Membership
A. There shall be two separate classes of membership in The Association, as follows:
     1. Voting membership: Member Societies
     2. Nonvoting membership: Sustaining members
B. Any applicant for membership must fully comply with the membership application process, as detailed on The Association website, in order to be considered for membership by the Board.
C. Each Member shall agree not to use the name of The Association for institutional or personal gain or advantage and shall not to publish or disseminate information in the name of The Association unless duly authorized. No Member of any class shall have any pecuniary or proprietary interest in the assets, properties, or earnings of The Association.

Section 2 — Voting Members: Society Membership

Any National or International Society, whose purposes comply with those of the Association as listed in Article II and whose qualifications satisfy the requirements listed below, shall be eligible for membership:

  1. Is duly constituted with formal bylaws (or equivalent) and a governing body (such as a    Board of Directors)

  2. Functions as a Society for practitioners and professionals involved and interested in  apheresis; scientific, practical, medical, technical, administrative or educational

  3. Actively serves the interests of its membership through activities such as annual  meetings, publications, etc.

  4. Provides and promulgates scientific, medical, technical, practical, administrative, or educational content in the field of apheresis

  5.  Functions on a not-for-profit basis.

 Section 3 — Nonvoting Membership; Sustaining Membership

  1. Any voting member making a monetary contribution to the Association equal to or  exceeding an amount determined by The Board, in addition to annual dues, will be  recognized as a sustaining member for that year.

  2. Any Institution or Corporation involved and interested in apheresis, making a monetary  contribution to The Association equal to or exceeding an amount determined by the Board,  will be recognized as a sustaining Institutional or Corporate member for that year.

 

Article V — Association Meetings

Section 1 –Association Congress

The Association, in partnership with one or more Member Societies, shall host a Scientific   and Educational Congress once every two calendar years, when possible, at a time and place designated by the Board of Directors

Section 2 — Regular Membership Meeting

The Association shall hold a membership meeting at the time of each pre-Congress Board Meeting at a time and place designated by the Board of Directors.  Notice of this meeting, including its time and place, an agenda, and briefing materials, as appropriate, will be distributed to the members of the Board of Directors and to each Member Society no less than 60 days prior to the meeting.

Section 3 — Special Membership Meetings 

A. Special meetings shall be called by the President, on request of a majority of the Board or the Executive Committee, or on petition of at least four of the voting Member Societies, filed with the Secretary. Notice of a special meeting, including its time, place and purpose, shall be sent to the members of the Board of Directors and to each Member Society at least thirty (30) days prior to the time of such meeting.

B. Issues requiring a vote at a special meeting are restricted to items of business listed in the meeting notice

C.  At the discretion of the President, in consultation with the Executive Committee, special meetings may be conducted in person, via conference call, or via electronic means.

 Section 4 — Voting-Quorum

A.  Only a designated voting representative of a Member Society that has paid its dues as determined by The Board, usually the Member Society’s Councilor, shall vote in any regular or special meeting of The Association.  No individual shall represent more than one Society. Each voting representative will have one vote, except that a representative of a member society which has greater than 750 members will have two votes.

B. A quorum shall consist of those designated voting representatives of Member Societies present at a regular or properly called special membership meeting.

C. Proxy voting is permitted on specific pre-announced agenda items provided that the Member Society has notified the Secretary by letter, facsimile, or e-mail prior to the meeting as to the identity of the proxy and the specific issues on which the proxy is allowed to vote.

Section 5 — Powers

The responsibilities and powers of voting Member Societies are:

A. to elect the Officers of the Board, and

B. to approve Bylaws changes or amendments

 

Article VI — Board of Directors

Section 1 — Number and Structure

A.  The Board of Directors (The Board) is the governing body of the Association.

B.  The Board shall consist of the elected officers of The Association and the Councilors, each Councilor representing one  Member Society.

C. The number of Councilors shall be determined by the number of member societies. Each Member Society will name one Councilor to the Board.

Section 2 — Manner of Selection and Terms

A. Terms

A term of office/service is that period of time between the conclusion of one Association Congress and the conclusion of the subsequent Association Congress, usually approximately two years.

B. Officers

1. Candidates for office will be proposed by the member societies in good standing through the Nominating committee (Article VIII, Section 5) and elected by the voting membership at a regular or properly called special meeting of The Association.  Additional nominations may be offered at the meeting.  In the event that a properly prepared Nominating Committee report is not available, the voting Members will fill vacancies through nominations from the floor. The elected officers of The Board shall assume office at the beginning of the first meeting of The Board held after the election.

2.  No Officer shall serve more than two (2) consecutive terms in a particular office or more than three (3) consecutive terms in any office.  An exception is made for an officer elected to be president-elect.  Such a person might serve a maximum of six (6) terms (three as officer, one as president-elect, one as president, and one as past-president).  In the event that an officer is reelected to a two year term after serving a less than two year prior term, the reelection will constitute a first term and provide eligibility for another term.

C. Councilors

Councilors are designated by their respective Member Societies to serve for two terms. There is no limit to the number of consecutive terms a Councilor may serve, but the Member Society must reaffirm the designation at least every two terms.  A Councilor who is designated in the middle of a term will be considered to have started his/her first term at the time of the subsequent Association Congress.  A Councilor may represent no more than one Member Society.  Councilors may be removed from the Board if the designation is withdrawn  by the Member Society or as an action of the Board pursuant to Article IX of these bylaws

Section 3 — Duties and Responsibilities

A. The Board is responsible for and shall conduct all necessary business of The Association not expressly reserved by the Member Societies (Article V, Section 4).

B. Subject to these bylaws, The Board is expressly empowered to: receive, hold and disburse funds; receive, hold and dispose of property; approve applications for membership; call meetings of the Association; fix membership dues; maintain liaison with all appropriate organizations; approve committees and delegate powers and duties.

Section 4 — Records

The Board shall maintain complete records of its meetings and actions and shall provide minutes within 60 days after each regular or special meeting.  A financial report shall be provided thirty (30) days prior to each regular or special meeting of The Board.

Section 5 — Meetings

A. The Board shall meet in concert with the regular membership meeting immediately prior to each Association Congress.  As soon as practical, and within five (5) days following the regular membership meeting of The Association, the newly constituted Board shall hold a regular meeting to transact necessary business.

B. Special meetings of The Board shall be held whenever called by the president or by a majority of the members of The Board.  No business shall be transacted other than that outlined with the announcement of the special meeting if such transactions require a vote of the Board.  At the discretion of the President, in consultation with the Executive Committee, special meetings may be conducted in person, via conference call, or via electronic means.

Section 6 — Notice of Meeting

Notice of any meeting of The Board shall be sent to each member of The Board at least thirty (30) days prior to the meeting.

Section 7 — Executive Committee of the Board of Directors

A. There shall be an Executive Committee of The Board, composed of the officers of The Association.

B. It shall be the duty of the Executive Committee to conduct all necessary business of the Association between meetings of the Board.

C. The Executive Committee shall report all deliberations and actions to the full Board in a timely manner, within sixty (60) days of any action, for approval and confirmation.

Section 8 — Voting-Quorum

A. A majority of The Board members or a majority of the Executive committee, shall constitute a quorum for the transaction of business.

B. A majority vote shall prevail.

C. The president shall only vote in case of a tie vote.

 

Article VII — Officers

Section 1 — Officers and Terms

A. The officers of The Association shall consist of the President, three Vice-Presidents, the Secretary, the Treasurer, the Allied Health Liaison, the President-Elect and the Immediate Past-President.

B. The term of office for all officers shall be one (1) term as defined in Article VI, Section 2A. 

Section 2 — Duties/Requirements

A. The President shall preside at regular and special meetings of The Association and shall serve as the Chief Executive Officer of The Association and as Chairman of the Board of Directors.  He/she shall appoint members to all special and standing committees with approval of The Board. The President shall be an ex officio, nonvoting, member of all committees. The President will sign all documents and instruments necessary to the transaction of the business of The Association and other documents and instruments as authorized by The Board.

B. The President-Elect shall be an ex officio nonvoting member of all committees, except the Committee on Nominations. The President-Elect shall have such other duties as are delegated by the President or The Board and shall succeed to the office of President upon completion of his term. The President-Elect shall be prepared, on assuming the office of President, to appoint chairpersons for standing committees. He/she shall preside in the absence of the President.

C. The Immediate Past-President shall perform such duties as delegated by The Board.

D. The Vice-Presidents shall have such duties as ((a)) delegated by The Board.  The three Vice-President shall be selected so that one represents Europe/Africa, one the Americas, and one Asia/Australia.

E. The Secretary shall keep the minutes of the regular and special meetings of The Association, The Board, and the Executive Committee. The Secretary shall sign all papers pertaining to The Association as may be authorized by The Board.

F. The Treasurer shall have charge of all funds and securities of The Association and shall deposit all such funds and securities in the name of the Association in the depository or depositories approved by The Board.  The Treasurer shall provide a written financial report to the Board at least 30 days in advance of an official meeting of the Board.  The Treasurer shall be responsible for issuing payments on behalf of the Association.

G.  The Allied Health Liaison shall represent the interests and expertise of the allied health professionals in the field of apheresis, coordinate an education program for the Association Congress,  and perform other duties as directed by the Board.  The Allied Health Liaison shall be an allied health care professional.

Section 3 — Compensation of Officers

No officer shall receive any pecuniary profit from the activities of The Association.

Section 4 — Vacancies

A. If the office of President becomes vacant, the Immediate Past-President shall serve as President for the unexpired portion of the two (2) year term. The office of Immediate Past-President shall be vacant for the remainder of that term.

B. If the office of President-Elect becomes vacant, it shall remain vacant for the unexpired portion of the term. At the next membership meeting of The Association, a person shall be elected to serve as President.

C. If the office of Immediate Past-President becomes vacant, it shall remain vacant for the unexpired portion of the term.

D. If any other office becomes vacant, the office shall be filled by The Board for the unexpired portion of the term.

 

Article VIII — Committees

Section 1 — Standing Committees

The standing committees of The Association shall be as follows:

Membership Committee, Bylaws Committee, Finance Committee, Industrial Liason Committee, Awards Committee

Section 2 — Special Committees

Special committees may be created by The Board in order to accomplish the goals of The Association.

Section 3 — Appointment

A. The President of The Association shall appoint members to all standing and special committees subject to the approval of The Board.

B. Unless otherwise provided in these bylaws, appointment to standing committees shall be for two terms as defined in Article VI, Section 2A.  While appointment to special committees shall be for one term as defined in Article VI, Section 2A.

C. No committee member will serve for more than four (4) consecutive terms on the same committee.

D. Appointments shall be made so that, where possible, the tenure of approximately one-half of the members of a standing committee shall expire at the conclusion of each Association Congress.

Section 4 — Duties and Responsibilities

The Board shall delegate powers and duties to the Committees except as otherwise specified in these bylaws. All committees shall be responsible to The Board and shall submit written reports of their activities as requested by The Board.

Section 5 — Committee on Nominations

A. The President, subject to approval by the Board, shall appoint a committee on Nominations, chaired by the Immediate Past President, to prepare nominations for the various offices of the Association.  The committee shall consist of individuals from member Societies, at least one of which must be from each of the following geographic regions: Europe/Africa, the Americas, Asia/Australia.

B. The Committee on Nominations shall invite the membership to submit proposals for vacant offices of the Association.

C. The names and biographies of the nominees proposed by the Committee on Nominations shall be submitted to the voting membership at least sixty (60) days before the regular membership meeting.

 

Article IX — Termination of Membership

Section 1 — Nonpayment of Dues

 A. Any Member Society shall be considered delinquent after failure to pay dues sixty (60) days after billing, and shall be so notified by the Treasurer.

B. Members in arrears for one hundred eighty (180) days shall forfeit the rights and privileges of membership, including those enumerated in Article IV, Section IA as well as voting on other matters before the Board.

C. After loss of membership privileges for nonpayment, a Member may be reinstated upon payment of all dues current and in arrears.

Section 2 — Suspension, Expulsion or Removal from Office

A. The Board shall have the power to suspend or to expel a Member for noncompliance with the bylaws of The Association or for any cause which in the judgment of The Board shall be deemed detrimental to the interests of The Association. A two-thirds vote of The Board, properly notified, is required.

B. The Board of Directors, by a two-thirds vote, may remove any officer or member of The Board, committee member or official representative of The Association from his/her position if it considers his/her conduct detrimental to the interests of the Association or for unsatisfactory performance of duties on behalf of The Association.

 

Article X — Audit and Fiscal Year

A. The books of The Association shall be audited by a certified public accountant when requested and as determined by The Board.

B. The Fiscal year of The Association shall begin on the first day of July in each calendar year and end on the last day of June in the next calendar year.

 

Article XI — Amendments

A. Proposed amendments to these Bylaws must first be endorsed by two-thirds vote of the Board.  The proposed amendments must then be approved by the voting members at a regular or special membership meeting.  The proposed amendments shall be send to each Member Society at least sixty (60) days before the date of the meeting.

B. Amendments shall become effective upon approval by the voting member societies.