WAA Bylaws

The name of the Association shall be the World Apheresis Association, a not-for profit organization, incorporated in Dijon (France), hereinafter referred to as “The Association”.  The Association does business in Canada as the World Apheresis Association, Inc.  

The purposes of The Association are:

• To serve as an umbrella organization for all professional Societies involved and interested in apheresis

• To foster education, exchange of information and the development of a registry of clinical use, techniques, and outcomes of apheresis procedures.  

• To advocate for the appropriate and safe use of apheresis in clinical centers worldwide.  

• To encourage collaborative scientific investigation of the indications and techniques for apheresis procedures.  

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

The principal office of The Association is located in Ottawa, Canada.  Offices may be established by the Board of Directors at any other place or places where The Association is authorized to operate.

Section 1 — Classes of Membership

A. There shall be two separate classes of membership in The Association:

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 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

A. 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 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 regular meetings (e.g. annual or every other year), 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 and complies with appropriate regulations.  

Section 3 — Nonvoting Membership; Sustaining Membership

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.

The Association, preferably 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 1 — Duties and Responsibilities

A. The Board is responsible for and shall conduct all necessary business of The Association.   

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 2 — Number and Structure

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

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

C. Each Member Society shall have one vote in the deliberations of the Board. If both the Councilor and the alternate Councilor are present at the meeting, the alternate Councilor shall serve as a non-voting guest.  The alternate Councilor represents the Member Society in the absence of the Councilor. 

D. No member of the Board shall receive any pecuniary profit from the activities of The Association.

Section 3 — Term Definition 

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.  

Section 4 — Officers

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

B.  Selection/Terms

1. Candidates for office will be proposed by the member societies in good standing through the Nominating Committee (Article VII, Section 5) and elected by the Board, preferably at the pre-Congress Board meeting.    In the event that a properly prepared Nominating Committee report is not available, or if the proposed slate is not approved by the Board, the Board will fill vacancies through nominations from the floor. The elected officers of The Board shall assume office at the beginning of the term as defined in Article VI, Section 3.  
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).  
3. No individual may simultaneously serve as an officer and as a Councilor or Alternative Councilor.  
4. No more than four (4) officers can come from one of the following three geographic regions:  Europe/Africa, Americas, Asia/Australia.  

C. Duties/Requirements

1. The President shall preside at regular and special meetings of The Association, shall serve as the Chief Executive Officer of The Association and as Chair 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 shall 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.
2. 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 the President’s 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.
3. The Immediate Past-President shall perform such duties as delegated by the Board.
4. The Vice-Presidents shall have such duties as delegated by The Board.  The three Vice-Presidents shall be selected so that one represents Europe/Africa, one the Americas, and one Asia/Australia. 
5. The Secretary shall keep the minutes of the regular and special meetings of the Board and the Executive Committee. The Secretary shall sign all papers pertaining to The Association as may be authorized by the Board.
6. 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 and shall oversee the Policy on Investments as approved by the Board.   
7. 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.  
8. The Industry liaison, as the chair of the Industrial Liaison Committee, shall represent the interests and expertise of the apheresis-related industries.  This position is ex-officio (non-voting).

D. Vacancies

1. 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.
2. If the office of President-Elect becomes vacant, it shall remain vacant for the unexpired portion of the term. At the next pre-Congress Board meeting, a person shall be elected to serve as President.
3. If the office of Immediate Past-President becomes vacant, it shall remain vacant for the unexpired portion of the term.
4. If any other office becomes vacant, the office shall be filled by The Board for the unexpired portion of the term.

Section 5 — Councilors

Councilors and alternate Councilors are designated by their respective Member Societies to serve on the Board.  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/Alternate Councilor may represent no more than one Member Society.  Councilors/Alternate 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 VIII of these bylaws.  No individual may simultaneously serve as a Councilor/Alternative Councilor and as an Officer of the Board.  

Section 6 — Records

A. The Board shall maintain complete records of its meetings and actions.  The Secretary shall provide minutes to the Board within 60 days after each regular or special meeting.  

B. A financial report shall be provided thirty (30) days prior to each regular or special meeting of The Board.

C. The records shall be maintained in accordance with the Policy on Records.

Section 7 — Meetings

A. The Board shall meet immediately prior to each Association Congress.  As soon as practical, and within five (5) days following the Association Congress, the newly constituted Board shall meet to transact necessary business.

B. Special meetings of The Board shall be held whenever called by the President or by at least eight 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 8 — 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 9 — Voting-Quorum

A. A quorum for the transaction of business shall consist of at least eight members of the Board, at least five of whom shall be officers.  

B. A majority vote shall prevail.

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

Section 10 — 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.  

D.  Five of the voting (non-ex officio) Officers shall constitute a quorum for the transaction of business.  

E.  A majority vote shall prevail.

F.  The president shall vote only the in case of a tie vote.

Section 1 — Standing Committees

The standing committees of The Association shall be:

Membership Committee, Bylaws Committee, Finance Committee, Industrial Liaison 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. Committee members shall be members of the Board and/or members of a Member-Society.

C. Unless otherwise provided in these bylaws, appointment to standing and special committees shall be for one term as defined in Article VI, Section 3. 

D. No committee member will serve for more than three (3) consecutive terms on the same committee.

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 periodically submit written reports of their activities.

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 each member Society 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 Board at least sixty (60) days before the pre-Congress Board meeting.

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 voting on 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.

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 is the calendar year.

A. Proposed amendments to these Bylaws shall be sent to each Board member at least sixty (60) days prior to the Board meeting at which they will be considered.  Approval of amendments requires a two-thirds majority of the Board.  

B. Amendments shall become effective upon approval by the Board.