CONSTITUTION OF THE INTERNATIONAL SOCIETY FOR IMMUNOLOGY OF REPRODUCTION

ARTICLE 1: NAME

The Society shall be called “The International Society for Immunology of Reproduction”.

ARTICLE 2: PURPOSES

The purposes of the Society are to advance the study of the immunological and genetic aspects of the reproductive process, to facilitate contact between persons interested in this and allied fields and to disseminate widely all information and new knowledge obtained. These scientific and educational objectives are to be met by holding meetings and organizing publications or by any other means deemed to be appropriate.

ARTICLE 3: OFFICES

The Headquarters of the Society shall be located at the business address of the Secretary-General or Treasurer or other such place as shall be determined by the Executive Council.

ARTICLE 4: MEMBERSHIP

Section (i) The Society shall consist of (a) Ordinary Members, elected to the Society following submission of an appropriately completed application form, approved by the Secretary-General and Treasurer, having paid their dues and having been accepted by the President. The names of the accepted Ordinary Members are reported at the General Assembly. (b) Student Members, elected as for Ordinary Members, but at a reduced level of dues as determined by the Council. (c) Honorary Members, distinguished scientists elected by not less than a two thirds majority vote by secret ballot of the members of the Executive Council at the time of an International Congress of the Society, following nomination by a proposer and seconder from the Council membership. This category of membership is limited to 12 individuals. (d) Life Members, consisting of those who have taken on the responsibility of Chairman of the Congress Organizing Committee for a triennial international congress. (e) Emeritus Members, senior members of the Society of at least ten years standing and retired from their professional post. They are nonvoting members. (f) Corporate Members, institutions with a scientific or medical interest in the activities of the Society. They shall be admitted by agreement of the President, Secretary-General and Treasurer and will not have any voting rights in the Society.

Section (ii) The President shall receive the medalion of the Society at the conclusion of the International Congress in recognition of his or her service to the Society. The President of the Society, upon completion of his or her term, may be elected President d’Honneur by majority vote of the Incoming Officers and Councillors (New Executive Council).

Section (iii) Membership may be withdrawn from any category of member for reasons such as proven professional, financial, legal or ethical misdemeanor, by simple majority decision of the Executive Council.

ARTICLE 5: DUES

The amount of the dues for the individual and corporate members shall be set by the Executive Council on the advice of the Treasurer and approval by the General Assembly for each three (3) year period between General Assemblies. Members failing to pay their dues by the set date shall be notified by the Treasurer and after a period of one (1) year without reply shall be deemed to have allowed their membership to lapse. Payment of dues outstanding within that one year will enable the membership to be regained without renewed application. Life members are exempt from payment of dues.

Any member genuinely unable to pay dues owing to documented personal of political adverse circumstances may seek to retain membership by application to the Treasurer and with the approval of the Executive Council.

ARTICLE 6: EXECUTIVE COUNCIL

Section (i) The Society shall be directed by an executive Council of five (5) Officers and eight (8) Councillors. The Officers, except for the President and Immediate Past President, and six (6) Councillors will be elected by secret ballot of all paid-up members, and two (2) Councillors will be appointed by the President. The Officers are: President, President-Elect, Immediate Past President, Secretary-General and Treasurer. The Councillors may be reelected for one further term after which they must stand down for a minimum of one term before being eligible for renomination. The Chairman of the Congress Organizing Committee for the international congress that occurs during the tenure of the New Executive Council will be an ex officio member of the Executive Council (without vote).

Section (ii) Nominations for the six (6) elected positions of Councillor shall be called for by the Secretary-General not less than six (6) months prior to a meeting of the General Assembly. Each candidate must be proposed and seconded by two (2) paid-up members of the Society, be members of the Society and provide written confirmation of his or her willingness to stand for election.

Section (iii) A nominating committee composed of the President (chairman), Immediate Past President and President-Elect shall propose two (2) or three (3) candidates for each of the positions of President-Elect, Secretary-General and Treasurer (see Section (iv) for an exception in the case of Treasurer). The candidates for President-Elect must have served previously as an Officer, Councillor or Chairman of the Congress Organizing Committee. All nominees must confirm their willingness to stand for office.

Section (iv) No Officer may hold the same post for more than one three (3) year term, except for the Treasurer, who may be nominated and reelected unopposed to serve a single further term of office in order to provide continuity in the Society’s financial affairs. No more than half of the Executive Council has been elected from the same country, i.e., six or more members, the incoming President (the President-Elect at the time of the election) may exercise the prerogative of appointing two (2) Councillors to redress the imbalance. An alternative, at the discretion of the Executive Council (the one sitting at the time of election, i.e., the Old Executive Council) would be to select the Councillors from that country in the order of the number of votes that they received until the total number of Officers and Cuncillors from that country is six (6) (less than half of the total Executive Council of five (5) Officers and eight (8) Councillors). Those elected as Officers must take priority in reaching the total number of members of the Executive Council from that country. The choice between these two methods of selecting the New Executive Council should be reached by discussion among the incoming President (current President-Elect) and the other members of the Old Executive Council.

Section (v) At least three (3) months prior to the meeting of the General Assembly, a ballot having the names of the candidates for President-Elect, Secretary-General and Treasurer and for six (6) positions as Councillor shall be sent to all paid-up members of the Society by the Secretary General. Candidates may provide for inclusion with the ballot, a summary of their experience and qualifications (not to exceed one page of a standard 8-1/2″x11″, and of type size 10-12 pitch). Voting shall take place by postal secret ballot submitted in a sealed and signed envelope to the Secretary-General not later than one (1) month prior to the meeting of the General Assembly. Validated postal ballots from bonafide voting members shall be opened and counted by the Secretary-General and two observers, approved by the President, and the results shall be presented at a meeting of the Old Executive Council held prior to the General Assembly.

Section (vi) The Immediate Past-President shall be a full member of the Executive Council.

Section (vii) The Executive Council may appoint any member of the Society to serve and unexpired term of a member of the Executive Council that my fall vacant.

Section (viii) Any business of the Society requiring a vote of the membership may be conducted by mail ballot of the paid-up members. All issues except revision of the constitution (Article 8) will be decided by a simple majority vote. Members not returning a postal ballot will be deemed to approve of the issue on which the vote is being taken. Other matters concerning the Society may be decided by the Executive Council.

Section (ix) The Executive Council shall meet as frequently as circumstances permit, and always at the time of the International Congress of the Society. Any meeting of the Executive Council shall require the presence of a minimum of six (6) members, of whom two (2) must be officers, to conduct any business in the Society’s name. Discussions at meeting that do not meet this criterion must be reported to the full Executive ouncil, and any recommendations must be approved by a majority of the Executive Council. In the event of any tied vote, the President shall have the deciding vote.

ARTICLE 7: DUTIES OF OFFICERS

Section (i) The President is the chief executive officer of the Society and is responsible for the international standing of the Society, for the organization of the triennial Congress and for the maintenance and development of the wider activities of the Society. The President shall chair all meetings of the Executive Council.

Section (ii) The international congresses shall be organized by a local Congress Organizing Committee appointed by the President, with the advice of the other members of the Executive Council, and the President shall be an ex officio member of the Congress Organizing Committee. The Congress Organizing Committee should seek advice from the Executive Council regarding the organization of the congress and the selection of speakers and then reach consensus about the final format. The final format of the congress should then be submitted to the Executive Council for comment and advice. In the event that there are any difficulties with the organization of the congress, the President shall have the responsibility to resolve them appropriately.

Section (iii) The President-Elect shall assume the responsibilities of the President on any such occasion when the absence or incapacity of the latter precludes him or her from discharging those responsibilities. The same shall be the case in the event of the death or long-term disability of the President. Assumption of this responsibility shall not deprive the President-Elect from the subsequent full term of office as President.

Section (iv) The Secretary-General shall be responsible for (a) recording all the proceedings of the meetings of the Executive Council and of the General Assembly, (b) maintaining the records and documents of the Society, (c) editing a regular Newsletter to be sent out to the membership, (d) holding and dealing appropriately with forms of application for membership and (e) maintaing and up-to-date list of the names and addresses for the membership.

Section (v) The Treasurer shall be responsible for (a) handling the dues of registered members, (b) keeping an account of all the financial transactions of the Society, (c) causing the monies and any other valuable assets of the Society to be held in safe deposit in such bank or trust company and approved by the Executive Council and (d) provide a statement of accounts for approval by the General Assembly.

ARTICLE 8: AMENDMENTS TO CONSTITUTION

Any proposed modification of the Constitution must be presented by the Council in advance of its presentation to the rest of the Society. Its acceptance requires approval by at least two thirds of those members either present at a General Assembly or responding by a postal ballot sent to the full membership. Members not returning a postal ballot will be deemed to approve the recommended amendment(s).

ARTICLE 9: FINANCIAL LIABILITIES

The Society shall not be held liable for any financial loss incurred by individuals or organizations that do not perform those functions approved by the Executive Council within the financial limits set by the Executive Council for the specified purposes.

ARTICLE 10: DISSOLUTION OF SOCIETY

In the event of the dissolution of the Society any assets of the Society shall be distributed for charitable purposes(s) as deemed appropriate by the Executive Council.