By-Laws of the International Society for Heart Research

(1992)
Constitution

ARTICLE I. Name
The name of this organization is "THE INTERNATIONAL SOCIETY FOR HEART RESEARCH"

ARTICLE II. Purpose
The purpose of the International Society for Heart Research (ISHR) shall be:

• To promote and foster the exchange and diffusion of concepts and information throughout the world relating to myocardial metabolism, structure, and function in health and disease

• To advance knowledge in the scientific disciplines relating to cardiovascular function and disease

• To hold international congresses of heart research under its auspices

• To provide a suitable forum for the discussion of problems relating to cardiovascular function and disease on an international scale

• To promote, to sponsor, and to support a journal, proceedings of meetings, or other appropriate publications.
  
  ISHR has been organized and shall be operated exclusively for the purpose described above. No part of the net earnings of ISHR shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the ISHR shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the ISHR shall include attempting to influence legislation; and the ISHR shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the ISHR shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose of the Society.
  
  Rules and By-Laws
  
  ARTICLE I. Membership
  

Section 1

The ISHR shall consist of five (5) classes of members:

• Members
• Affiliated Sections
• Emeritus Members
• Corporate Members
• Honorary Members

Section 2

A Member shall be designated "Member of the International Society for Heart Research". Eligible for membership shall be any physician or scientist who has manifested a scientific interest in heart research. He or she shall pay annual dues fixed by the Council. Members shall be members of the General Assembly and are eligible to vote and hold office: The Council may revoke membership for non-payment of dues or by a two-thirds' majority decision of the Council. Applications for membership in the ISHR shall be submitted on a form approved by the Executive Committee. The candidate must be proposed by two Members of the ISHR.

Section 3

An Affiliated Section shall be designated "Affiliated Section of the International Society for Heart Research". Affiliated Sections are national or regional societies that adequately represent those concerned with scientific studies in the realm of heart research. Affiliated Sections may be other scientific societies or societies that represent a country, a grouping of countries by common consent, a region, a continent, or other geographic entities. There shall be no more than one Affiliated Section per country, but exceptions may be granted by the Council. A responsible officer of each Affiliated Section will send annually a list of individual members to the Secretary-General of the ISHR. To retain their affiliated status and to allow their members to vote at the General Assembly, the Affiliated Section must submit this list at least 6 months before each Congress of the ISHR; in addition, the activities of the Affiliated Section should conform to the general purposes of the ISHR. Affiliated Sections may order at the reduced rate up to that number of Journals corresponding to the number of members of their Section.

Section 4

An Emeritus Member shall be designated "Emeritus Member of the International Society for Heart Research" and shall constitute those who have been Members for a minimum of 9 years and who have made an appropriate request to the Secretary-General of the ISHR, for cause, such as retirement, disability, hardship, etc. Emeritus Members do not pay dues, but may vote at meetings of the General Assembly and may subscribe to the Journal at the Members rate.

Section 5

An Honorary Member shall be designated "Honorary Member of the International Society for Heart Research". Honorary membership may be conferred upon any individual who has made a contribution of exceptional merit. Honorary Members shall be nominated by the Council and are subject to approval by the General Assembly. They shall pay no dues. No more than two honorary memberships will be conferred at each International Congress.

Section 6

A Corporate Member shall be designated "Corporate Member of the International Society for Heart Research". Corporate membership may be extended to any corporation, partnership, foundation, society, or other organization that contributed to the ISHR annually a sum fixed by the Executive Committee. Corporate membership includes one subscription to the official Journal. Corporate membership is authorized by the Council and shall be recognized annually in at least one publication of the ISHR. Corporate members are non-voting. A list of Members will be available at the Congress.

Section 7

Any member may withdraw from the ISHR by delivering to the ISHR a written resignation and lodging a copy of the same with the Secretary-General of the ISHR.

ARTICLE II. Finances and Journal Subscriptions

Section 1

The financial year of the ISHR extends from 1 January to 31 December. All memberships shall be renewed annually. Dues are payable in advance and will be considered to be in arrears as of 1 January. All new members shall be liable for the full annual dues for the year in which their application is accepted. The dues to the ISHR will be set by the Council.

Section 2

The official Journal of the ISHR shall be available as follows:

• Non-membership subscription at full rate
• Members and Emeritus Members subscription at reduce rate
• Library and other institutional subscriptions
  
  The subscription rates shall be determined by the Publisher in consultation with the Executive Committee.
  

Section 3

All Affiliated Sections shall pay annual dues at a rate fixed by the Council.

Section 4

Each meeting of the General Assembly shall appoint an auditor to audit the accounts of the ISHR and to hold office until the next meeting of the General Assembly; provided that the Executive Committee may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Council.

ARTICLE III. Council

Section 1

The Council of the ISHR shall be the governing body and the legal trustee of all the property of the ISHR. Its composition shall reflect the various disciplines and geographic diversities of the membership. The duty of the Council is to set the policy and to supervise the affairs of the ISHR, to formulate by-laws, rules and regulations. The Council shall have all judicial and executive functions.

Among its specific duties shall be:

• Election of the first four classes of members
• Election of officers to be ratified by the General Assembly
• Formulation of the general policies of the official Journal and other publications
• Selection at least 6 years in advance of the place where the International Congress will be held
• Establishment of guidelines for activities and functions sponsored by the ISHR
• Any other functions not otherwise designated by the by-laws

Section 2

The Council of the ISHR shall be composed of the first Life President, the officers designated in Article IV and up to 19 Councillors all of whom shall be members of the ISHR.

Section 3

Term of Office

The term of office is 3 years. Councillors may be elected for up to three terms. Councillors shall take office immediately after the meeting at which they were elected. One-third of the councillors shall be elected every 3 years.

Section 4

Council Meetings

• There shall be two regular meetings of the Council at the time of each International Congress, one at the beginning of the Congress and the other, of the newly elected Council, at the end of the Congress.
• Additional meetings, called Special Meetings, may be held on the recommendation of the President with the approval of the majority of the Executive Committee.
• An official mail ballot shall be circulated only upon approval by the majority of the Executive Committee and shall be binding only if two-thirds of the Council members respond and more than 50% of the respondents register approval of the ballot in question.

Section 5

Quorum and Voting

Quorum for the conduct of the Council business shall consist of not less than 40% of the total Council members entitled to vote. There shall be no proxy voting. All decisions of the Council shall be made by simple majority vote of those present unless otherwise specified in the by-laws.

Section 6

Filling of Vacancies

Any vacancy that may occur on the Council by virtue of death, resignation, disqualification, or elevation to office may be filled by the majority vote of the Executive Committee. Such an individual will serve the remainder of the unexpired term or until such time as a regular ballot is held by the Council.

Section 7

Removal from Office

The office of councillor shall be automatically vacated if a councillor shall resign his or her office by delivering a written resignation to the Secretary-General of the ISHR, if he or she is found to be a lunatic or becomes of unsound mind, if he or she becomes bankrupt, upon death, or if at a General Assembly a resolution is passed by three-quarters (3/4) of the members present at the meeting that he or she be removed from office.

Section 8

Remuneration

Councillors, as such, shall not receive any state of remuneration for their services, by resolution of the Council, expenses of their attendance may be allowed for their attendance at each regular or Special Meeting of the Council. Such fixed sum may be paid to the councillors as the members may by resolution determine, provided that nothing herein contained shall be construed to preclude any councillor from serving the ISHR as an officer or in any other capacity and receiving compensation thereof. The remuneration of all officers, agents and employees shall be fixed by the Council by resolution.

ARTICLE IV. Officers and Executive Committee

Section 1

Officers of the ISHR shall be the Immediate Past-President, President, President-Elect, Secretary-General, Treasurer, and the Editor of the official Journal, and Richard Bing, Life President. The Council may remove at its pleasure any such officer.

Section 2

Duties of Officers

The officers shall exercise those duties and rights normally pertaining to the offices they hold and in addition, any other duties which may be assigned by the Council. Specific Officers shall have the following duties:

• The President shall have the final responsibility for the administration of the Society. The President shall be Chairman of the Council, of the Executive Committee and of the General Assembly. Except for the Nominating Committee, he or she shall appoint all members of standing committees with the advice of the Executive Committee. These should be named at the time of the regular meetings of the Council. The President shall appoint all members of the temporary and ad hoc committees, including the Congress Advisory Committee. The President may, under special circumstances, call for a mail vote of the Executive Committee. The President shall be responsible for the appointment or re-appointment of the Editor, with the advice and consent of the Executive Committee and Council. The Editor shall withdraw from the Executive Committee and the Council meetings during discussion of his or her re-appointment, and shall cast no vote relative to re-appointment.

• The President-Elect shall assist the President in any duties which the President may delegate or designate. The President-Elect shall take office at the end of the Congress which follows that of his or her election. He or she shall preside as Chair over the second regular meeting of the Council at this Congress. He or she shall preside at any official meeting which the President is unable to attend and shall fulfill the duties of the President should he or she (the President-Elect) be able to discharge them.

• The Treasurer shall receive all dues and other funds and shall pay all obligations and debts. He or she shall render a complete financial account to the Council and to the General Assembly. The Treasurer shall submit a proposed budget to the Council. Any deviation from his budget of an amount to be determined by the Council shall receive the approval of the Executive Committee before the expenditure is made. The account of the Treasurer shall be audited annually by a Committee and three Members appointed by the President and approved by the Council, no more than three of whom shall be from the country in which the Treasurer resides. This Committee will sign the cash books and the annual balance together with the Treasurer. The approval of the financial accounts by the Council will relieve the President, Treasurer, and Auditor Committee from all subsequent financial responsibilities.

• The Secretary-General shall keep a record of all classes of membership of the ISHR and shall keep a minute book of the transactions of the ISHR and its committees. He or she shall keep the records of all meetings of the Council, the Standing Committees, and the General Assembly. He or she shall prepare a Secretary's Report dealing with the activities of the ISHR and submit it to the President before the Congress. The Secretary-General shall be responsible for coordinating the secretariat of the Society and the time and location of its committee meeting during the Congress.

• The Editor of the official Journal shall determine and be responsible for the editorial and advertising policy of the official Journal with the advice of the Executive Committee and the Council. Subject to the approval of the Executive Committee, the Editor shall appoint the Editorial Board and its officers, taking account of the international character of the Society. The Editor shall convene a meeting with the Editorial Board at each Congress.

Section 3

Executive Committee

The Executive Committee shall consist of seven Members: Immediate Past-President, President, President-Elect, Secretary-General, Treasurer, one member of the Council and the Editor of the official Journal. Five members of the Executive Committee shall constitute a quorum. The Executive Committee shall make decisions by majority vote, unless otherwise specified. The Executive Committee may act on behalf of the Council in intervals between the Regular Meetings. All actions of the Executive Committee must be ratified at the next official meeting of the Council or by mail vote of the Council by the earlier specified mechanism. In case of war or other emergency preventing action by the Council and the General Assembly, the Executive Committee may take over the functions of the Council and the General Assembly and shall continue in office until the emergency is over and until a meeting of the General Assembly and the Council can be held.

Section 4

Term of Office

The terms of all elected Officers shall be 3 years. No Officer may be re-elected to the same office except the Secretary-General and the Treasurer who may be elected for no more than twoadditional terms. The Editor shall be appointed by the Council for a period of 3 years with an option for the Council to renew the appointment of the Editor for additional 3-year period. The President-Elect preferably should be a person who has previously served as officer or councillor.

ARTICLE V. Standing Committees

Section 1

Standing Committees shall be:

• Nominating Committee
• Advisory Committee for the forthcoming Congress and
• Such other Standing Committees as may be designated by the Council

Section 2

Nominating Committee

The Nominating Committee shall consist of 5 Members, 2 shall be nominated by the President-Elect and three shall be selected by the Council at the first meeting during the Congress with attention to appropriate geographic distribution. The Chair of the Nominating Committee shall be appointed by the President. He or she shall convene the Committee as early during the Congress as possible. The Chair shall be introduced at the General Assembly and may solicit suggestions in writing from the Members and Sections for the list of nominees. Such written nominations should be accompanied by a curriculum vitae. Current members of the Nominating Committee are not eligible for nomination as officers or councillors. The Nominating Committee through its Chair is expected to confer frequently with the President in the interval between Congresses. The Committee will prepare for the President a final list of nominees for Officers and Members of the Council at least 3 months in advance of the first regular meeting of the Council. On this list the previous President will, of course, become Past-President, and the previous President-Elect will become President. For all other positions the Nominating Committee shall nominate two candidates for each position. The Council will elect Officers by a majority vote among the nominees for each particular position, attempting to establish equities in geography and scientific discipline. In the case of Council Members, those receiving the highest number of votes will be elected. The Council will present a single list of candidates for Officers and Members of the Council to the General Assembly for ratification. Interim vacancies in any position may be filled by the Executive Committee, and such individuals will serve until the next official meeting of the Council.

Section 3

Congress Advisory Committee

The Advisory Committee to the forthcoming International Congress will act as the liaison between the local organizing committee of the forthcoming Congress and the ISHR. This Committee will be comprised of Members of the Council. The Congress Advisory Committee will meet and function according to guidelines established by the ISHR for the operation of international congresses. To stimulate input from the Members, the Congress Advisory Committee may encourage suggestions concerning the format and content of the scientific program of the Congress. The President appoints from the Congress Advisory Committee one member, who should be a Council Member, and who will serve as a member of the local program committee.

Section 4

Filling of vacancies

Any vacancy that may occur on the Standing Committees may be filled by the President, subject to the approval by the Executive Committee at its next meeting.

ARTICLE VI. General Assembly

The General Assembly shall be composed of all Members of the ISHR and its affiliate Societies attending the Congress. No other classes of membership shall vote. The meeting of the General Assembly will be held during the Congress after the first Regular Meeting of the Council.

The functions of the General Assembly shall be:

• To ratify the election of Officers and Councillors presented as the official list of the Council
• To ratify the actions of the Council on the membership of Affiliated Sections and of other classes
• To ratify changes in By-laws, rules, and regulations as recommended by the Council. Any proposed change in the By-laws must be submitted in writing to the President and signed by five Members. It will be read before, and voted upon by the Council before submission to the General Assembly
• To ratify location for the next Congress
• To vote upon any item of business which the Council brings before the General Assembly
• New business voted upon by the General Assembly will be considered at the second meeting of the Council of the Society
  
  All decisions will be made by simple majority vote of those members present at the General Assembly, unless otherwise stated in the By-laws. The quorum for the conduct of the business of the General Assembly shall be not less than 30 members entitled to vote.
  
  

ARTICLE VII. Scientific Meetings

The ISHR will under ordinary circumstances hold its Congress every 3 years. The ISHR may sponsor or co-sponsor other international or regional meetings or workshops as the Executive Committee sees fit, but shall not obligate the ISHR financially in excess of the budget approved by the Council.

ARTICLE VIII. Free Circulation of Scientists

Organizers of a Congress of the ISHR and of meetings sponsored by the ISHR must at the time of the invitation agree in writing to the resolution of the International Council of Scientific Unions (ICSU) regarding the free circulation of scientists.

ARTICLE IX. Agendas and Minutes of Meetings

Section 1

Agendas

• The agendas for the meetings of the Council and Executive Committee to be held at the time of the Congress should be distributed at least 1 month prior to the meeting. New points can be added to the agendas and acted upon at the time of the meeting. The agendas for Special Meetings of the Council and the Executive Committee should be distributed at least 1 month prior to the meeting, unless there is an emergency. Decisions can be reached during Special Meetings only on items listed on the agenda, except in the case of urgent or unpredictable business.
• The agenda for the General Assembly shall be published in the official Journal before the Congress. Further suggestions to the agenda have to be made to the Council prior to its first Regular Meeting.

Section 2

Minutes

Minutes of the Committee Meetings and the Council Meetings should be distributed not later than 3 months after the meeting for ratification by mail vote by the Council. Minutes of the Meeting of the General Assembly shall be ratified by the Executive Committee and a summary published in the official Journal.

ARTICLE X. Circulation Information

Communications concerning major affairs and decisions of the Society and its committees should be published in the official Journal of the ISHR. The text should be prepared by the President and the Secretary-General in cooperation with the Editor.

ARTICLE XI. Amendments

Section 1

Amendments to the By-laws may be proposed in writing by a majority vote of the Executive Committee. The amendment must be circulated 1 month in advance of any official meeting of the Council. The amendment must be acted upon at the next official meeting of the Council. The notice of such official meeting shall contain an announcement, text, and explanations of the proposed amendment or amendments. Proposed amendments shall require for their adoption an affirmative vote of two-thirds of the Council present. The Council shall be ratified by the General Assembly, as proposed in ARTICLE VI.

Section 2

Upon dissolution of the ISHR, the Council shall, after paying or making provision for the payment of all of the liabilities of the ISHR, dispose of all of the assets of the ISHR exclusively for the purposes for which the ISHR was organized and operated, in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes, as the Council shall determine. The decision of the Council as to the disposition of the assets of the ISHR shall be ratified by the General Assembly or by the Members.

ARTICLE XII. Indemnification

The ISHR shall indemnify each officer, member of the Council, or member of any Committee of the ISHR against any liabilities or expenses, including attorney's fees, reasonably incurred by him or her, in connection with any actual or threatened legal action to which he or she might become a party by reason of being such an officer or member except to the extent that he or she shall be adjudged in such action to be liable for gross negligence or wilful misconduct in the performance of his or her duties as such an officer or member.