SECTION 1. Principal Office. The principal office of the Women in Transplantation initiative shall be that of The Transplantation Society (the “Society”), located in the City of Montreal, Quebec, Canada
SECTION 1. Categories of Membership. There shall be one category of membership – full.
Full Members shall be scientists, surgeons, physicians, trainees and allied health professionals in the broad field of transplantation who have contributed by their work to the advancement of knowledge in the field. Full Members shall be eligible nominate members for election and to vote in the elections of the Steering Committee and to be an Officer or Committee Member of the Committee.
SECTION 2. Selection of Members. Any person may apply to become a Full Member of the Initiative by submitting a written application to the WIT Secretariat offices. The Secretariat shall transmit the application to the Committee for approval.
SECTION 3. Privileges and Obligations of Members. Every Member shall have the right to attend and participate in Meetings and Events of the Initiative. As a condition of membership, all Members shall adhere to the published ethical guidelines of the TTS.
SECTION 4. Termination of Membership. Any Membership can be terminated by the Committee for conduct which in the sole judgment of the Committee is injurious to the interests and welfare of the Initiative.
SECTION 1. Management of the Initiative. The business and property of the Initiative shall be conducted and managed by a Steering Committee which shall be designated the Committee of the Initiative.
SECTION 2. Members of the Committee. The Committee shall be composed of 4 Officers, namely a Chair, a Co-Chair, Past Chair and a Secretary-Treasurer, and up to a maximum of 8 Committee members. The Committee shall contain at least one member from each of six geographic regions as designated by the Society. Each shall be a Full Member at the time of her nomination, election and during her term of office and shall be a member in good standing of The Transplantation Society. The Co-Chair shall succeed to the office of Chair upon completion by the Chair of her term in office or upon any earlier vacancy in the office of the Chair. Officers and Committee Members shall be elected by electronic ballot of all Full Members in the manner provided in this charter.
SECTION 3. Terms of Office. The Chair and Co-Chair shall serve for two years and until their successors are installed in office. They may not succeed themselves in a consecutive term.
The Secretary-Treasurer shall serve for four years and until the results of the election ballots for her successor is announced. She may not succeed herself in a consecutive term.
Committee Members shall serve for 4 years and until the results of election ballots for vacancies are announced. The Committee Members shall be divided into two classes of four each. Committee Members may succeed themselves in one consecutive term.
SECTION 4. Vacancies. A vacancy in the Committee may be filled at the discretion of the remaining members of the Committee for the balance of the original term. The person appointed in these circumstances would be eligible as a candidate for election to the same or any other office at the next election of Officers and Committee Members.
SECTION 5. Chair.The Chair shall be the President of WIT. Subject to the directions of the Committee, she shall have and exercise direct charge of and general supervision over the business and affairs of WIT and shall perform all duties incident to the office of a president of a corporation, and such other duties as from time to time may be assigned to her by the Committee. Succeeding Chairs shall never reside in the same global region as defined by The Transplantation Society.
SECTION 6. Co-Chair. The Co-Chair shall have and exercise such powers and shall perform such duties as from time to time may be conferred upon or assigned to her by the Committee, or as may be delegated to her by the Chair.
SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of all meetings of the Committee. She shall see that all notices are duly given in accordance with the provisions of law and this charter. She shall keep the membership records of WIT and shall make and keep lists of the membership of committees of the Committee and WIT, which lists she shall make available on request to the Members. She shall render to the Chair and to the Committee, whenever requested, an account of the financial condition of WIT; and shall in any event report annually to the Committee. In general, she shall perform all duties incident to the offices of a secretary and a treasurer of a corporation, and such other duties as from time to time may be assigned to her by the Committee.
SECTION 8. Compensation. Committee Members and elected Officers of WIT shall not receive compensation for their services.
SECTION 9. Resignation and Removal. Any Officer or Committee Member may resign her office by giving written notice to the Chair. Resignations shall be effective at the time specified upon receipt by the Chair. Any Officer or Committee Member may be removed for cause by a vote of two thirds of the Committee members then in office or by vote of a majority of Full Members.
SECTION 10. Meetings. Regular meetings of the Committee shall be held at such times and such places as may from time to time be fixed by resolution of the Committee. In general, it is anticipated that the Committee will meet quarterly. Special meetings of the Committee may be held at any time or place upon the call of the Chair or of any four Committee members. Notice of meetings shall be given in writing and emailed to each member of the Committee not less than 14 days before such meeting. Meetings may be held at any time and place without notice if all members of the Committee are present or if those not present shall, before or after the meeting, waive notice thereof. The Committee may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The presence of the Chair (or, in her absence, a deputy designated by the Chair) and 5 other members of the Committee shall constitute a quorum.
SECTION 11. Action by Consent. Any action required or permitted to be taken at any meeting of Committee thereof may be taken without a meeting if a majority of the members of the Committee consent thereto in writing following written notice of the proposed action to all members of the Committee. All written consents and any dissenting views shall be filed with the minutes of proceedings of the Committee as the case may be.
SECTION 12. Quorum. A majority of the Committee shall constitute a quorum for the transaction of business.
SECTION 1. Nominations Officers and Councilors. At least 6 months but not greater than 12 months before the TTS International Congress, the Secretary-Treasurer or designate shall send to each Member a notice stating the offices among the elected Officers and the Committee Members to be filled by elections and requesting submission of nominations in writing to fill such vacancies. The deadline for receipt of nominations shall not be less than one month from the date of the request for nominations. A person shall be nominated if her name is submitted by writing signed by 1 Full Member, and include the nominee’s written acceptance to stand for election. Within 2 months of the deadline for receiving nominations, the Secretary-Treasurer or designate shall arrange a ballot of all Full Members to fill the vacancies. The results of this ballot shall be announced following the conclusion of the TTS International Congress.
SECTION 2. Votes. Each voting Member shall be entitled to one vote upon each question submitted to a vote of the Members. Members entitled to vote at a meeting must do so in person, electronically or by signed ballot in a form approved for the purpose, but not by proxy.
SECTION 3. Ballots. At least 3 months, but not more than 10 months before the TTS Congress, the Secretary-Treasurer or designate shall forward to each voting Member ballots by means of which such Member may vote in any election and upon any proposed amendment of this charter, or upon any other matter designated by the Committee, along with such other materials as the Committee or the Chair shall designate. The deadline for return of ballots will not be less than three weeks from the date they were sent. The results of any ballots will sent to the members at the conclusion of the TTS International Congress.
A majority of those voting by electronic ballot of all Full Members may alter, amend or repeal this charter and adopt a new charter. An amendment must be proposed in writing by 5 Full Members and submitted to the Chair. The Chair shall submit the proposed amendment to the Committee. A statement of the Committee’s recommendations and a reasonably short statement setting forward the substance of, and the reasons for, the proposed change by those proposing the amendment shall be included in the electronic ballot of all Full Members.