International Association for the

NAME AND PURPOSE

• Section 1.1: The name of this corporation shall be International Association for the History of Nephrology, Inc.
• Section 1.2: The purposes of the Association shall be to promote, stimulate and encourage research, study, interest and writing in the history of medicine as it pertains to all aspects related to the kidney and urinary tract; to lend its support to and to cooperate with local, national or international organizations having similar purposes; to organize and arrange meetings, forums, seminars, present awards and issue publications which serve the purposes of the Corporation.
• Section 1.3: The Association shall conduct its activities solely for educational, scientific and literary purposes, and not for monetary profit.
• Section 1.4: No part of the Association’s income shall inure to the benefit or be distributed to its officers, membership or to private persons except that the Association shall be authorized to pay reasonable compensation for services rendered in the furtherance of its purposes.

MEMBERSHIP

• Section 2.1: There shall be five classes of members: Regular Members, Honorary Members, Emeritus Members, Associate Members and Affiliate Members.
• Section 2.2: Any person who is interested in the history of the kidney and urinary tract shall be eligible for Regular Membership upon submitting an application, endorsed by a member of the Association, to the Secretary, and acceptance thereof by Council of the Association.
• Section 2.3: Honorary Membership may be conferred by the Council of the Association upon any person who has made significant contributions to the furtherance of the purposes of the Association. Nomination of candidates for Honorary Membership shall be submitted in writing to the Members of the Council for consideration and election. Honorary Members shall have all the privileges and benefits of Regular Members, but will be excused from the payment of dues.
• Section 2.4: Anyone who has been a Regular Member for twenty years and has reached the age of seventy years may on written request of the Secretary become an Emeritus Member and be excused from the payment of dues. An Emeritus Member shall have all the privileges and benefits of the Regular Members.
• Section 2.5: Any individual interested in the history of nephrology and who is enrolled in an active, full-time student or trainee in a recognized academic institution or training program may, upon application to the Secretary, become an Associate Member of the Association. Associate Members shall have all the privileges of the Regular Members except that they may not vote or hold office. An applicant for Associate Membership must provide the Secretary, when applying and annually thereafter when renewing membership, certification of current active student or training status, either from the academic institution or training program director.
• Section 2.6: Affiliate Membership may be granted by the Council to a benefactor of the Association or other individuals or organizations whose membership in the Association may be considered beneficial to the furtherance of the purposes of the Association.
• Section 2.7: Membership shall not become effective until the Treasurer has received the first-year’s dues.
• Section 2.8: There shall be no limit on the number of members.
• Section 2.9: The Council may revoke the membership of any member who either fails to pay regularly membership dues or is involved in any action prejudicial to the Association and its stated purposes.

OFFICERS

• Section 3.1: Founding Officers. The Founding Officers of the Association are Natale G. De Santo, Shaul G. Massry and Garabed Eknoyan.
• Section 3.2: The Founding Officers of the Association shall appoint a Nominating Committee charged with nominating the first slate of Officers and Councilors.
• Section 3.3: The Officers of the Association shall be a President, past-President, President-Elect, and a Secretary-Treasurer. Except for the Past-President, all officers will be elected for a term of three years at the Business Meeting of the Association. The term of president shall be three years, and a person may serve only one term as President. Candidates nominated for President-Elect shall be chosen from current members of the Council who have served continuously for at least three years but no more than six years. The Secretary-Treasurer shall be nominated from current members of the Council. No one shall serve on the Council as an officer or councilor for more than nine years except for a President whose term as President begins in the seventh year of the term on Council or a Secretary-Treasurer who, after completing no more than three years on the council, has been elected President-Elect. In such cases, these individuals may continue to serve on the Council as Past-President from years 9 to 12.
• Section 3.4: The Officers shall have the powers and duties customarily incident to their respective offices in similar organizations and such responsibilities as may be delegated to them by the Council. The power and the duties of the officers shall be:

3.4.a. President: The President shall preside at meetings of the Council and at Membership Meetings. The President shall exercise general supervision over the affairs of the Association and shall appoint such Committees as are deemed necessary for the operation of the Association and shall serve as ex-officio member all such Committees. The President shall be responsible for the programs of the Association.

3.4.b. Past-President: The Past-President shall serve on the Council, shall chair the Nominating Committee, and shall serve in any other capacities as designated by the President.

3.4.c. President-Elect: At the request of the President, or in the event of the President’s absence, disability, resignation or removal, the President-Elect shall perform the duties and exercise the powers of the President. Additionally, the President-Elect shall have such other powers as may be vested in him, or shall perform such other duties as may be assigned to him, by the President.

3.4.d. Secretary-Treasurer: The Secretary-Treasurer shall have charge of such books, documents and papers as the Association may possess, and shall keep the minutes of all meetings of the Council and of the Members. The Secretary-Treasurer shall also maintain a listing of all Members and their addresses, and shall receive, and maintain minutes of the meetings of each of the standing and ad hoc Committees.

The Secretary-Treasurer shall have custody of all funds and property of the Association, shall endorse for deposit in the Association’s account(s) all checks and other financial instruments, shall sign all receipts and vouchers and all checks issued by the Association. The Secretary-Treasurer shall keep full and accurate account of all monies received and obligations paid or incurred by the Association. Finally, the Secretary-Treasurer shall be responsible for carrying out all such audits, and filing all such reports as may be required by Local, State or Federal Laws.

• Section 3.5: Executive Committee. The affairs of the Society will be conducted by an executive Committee composed of the President, Past-President, President-Elect, Secretary-Treasurer and one other member of the Council appointed by the President. For the first three years of the Association, in the absence of a Past-President, the President will appoint two members of the Council to the Executive Committee.
• Section 3.6: Officers of the Association shall serve without compensation, but may be reimbursed for reasonable expenses incurred in behalf of the Association, and shall be indemnified against all costs, expenses and liabilities incurred by reason of serving as an officer of the Association.

COUNCIL

• Section 4.1: Except as otherwise required by law or provided in these By-laws, management of the affairs of the Association shall be vested in a Board of Directors, which shall be known as the Council.
• Section 4.2: The Council shall consist of the officers of the Association, and six Councilors. The President shall act as Chairman of the Council. Five shall constitute a quorum of the Council.
• Section 4.3: The members of the Council, other than officers, shall be divided into three classes. At each election of the Association, there shall be an election of two new Councilors, to hold office for two terms, and two to hold office for three terms. A term of office as Councilor shall begin at the close of the Business Meeting at which they are elected and terminate at the close of the Business Meeting at which their successors are elected (Article V, Section 2).
• Section 4.4: In the election of members of the Council due regard shall be had to representative geographical distribution reflecting the International functions of the Association.
• Section 4.5: The Council shall hold a meeting to coincide, precede or follow the Scientific Meeting of the Association, at a time and place designated by the President. Special meetings of the Council may be called at any time by the President or by any four members of the Council upon at least four weeks’ written notice to each member of the Council.
• Section 4.6: The Council shall provide for filling the unexpired term or any vacancy that may occur in any office or in the Council.
• Section 4.7: Except as otherwise provided by law and these By-laws, decisions of the Council shall be by majority vote of Members of the Council present and voting.

MEETINGS

• Section 5.1: Scientific Meeting. The Association will hold a Scientific Meeting at least once every three years. The meeting shall be open to Members and guests. The President will have the final responsibility for the program fo the Scientific Meeting. The President may appoint a Program Committee to develop the content of the Program of the Meeting.
• Section 5.2: Business Meeting. A Business Meeting of the Association shall be held at the time fo the Scientific Meeting of the Association, at which Officers and Councilors shall be elected and the business of the Association conducted. The President shall arrange the order of business. Election of Officers and Councilors shall require a simple majority vote of the members present and voting. The Secretary-Treasurer, or the President, shall present a report of the Fiscal Affairs of the Association. The President shall appoint three Regular Members of the Association, none of whom shall be Members of the Council, to act as auditors who shall examine the Financial Report of the Association, prior to the Business Meeting, and express their opinion at the Business Meeting.
• Section 5.3: Notification of Meetings. The Secretary-Treasurer shall mail written notice to the membership not less than sixty (60) days before the Business Meeting and not less than one year before the Scientific Meeting. Such notification shall state the time, place and general purpose of the meeting, together with nominations and any proposed amendments of the By-laws as may become necessary.
• Section 5.4: Special Meetings. Special Scientific or Business Meetings of the Association may be called by the President at the recommendation of the Council.

DUES AND FINANCES

• Section 6.1: The amount of annual dues for membership shall be fifty (50) US dollars. Changes in dues can be made upon recommendation of the Council and its approval by vote of the Regular Members at the Business Meeting of the Association. Honorary and Emeritus Members shall be exempt from dues.
• Section 6.2: All dues shall be payable annually. If dues remain unpaid by the first quarter of a calendar year, the Secretary-Treasurer shall mail notice of delinquency. If the dues are not paid by the second quarter of the calendar year, membership shall be automatically terminated. The Council may wave payment of dues in individual cases.
• Section 6.3: Members who have been terminated for non-payment of dues may be reinstated upon payment of dues accrued from the time at which their membership was dropped.
• Section 6.4: The fiscal year of the Association shall begin on 1 January and end the following 31 December.

COMMITTEES

• Section 7.1: Nominating Committee. The Nominating Committee shall consist of three members. The Past-President shall chair the Nominating Committee and select two Regular Members to serve on the Committee. A written list of Officers and Councilors shall be mailed to the membership by the Secretary-Treasurer not less than sixty (60) days before the Business Meeting of the Association (Article III; Section 3, Article V, Section 3).
• Section 7.2: Audit Committee. The President shall appoint prior to each Business Meeting three Regular Members, who are not Councilors or Officers, to audit the financial status of the Association and report to the Secretary-Treasurer (Article V, Section 2).
• Section 7.3: Membership Committee. The President shall appoint three members to a Membership Committee to consider applications and make nominations to the Council. Their term of office shall begin at the close of the Business Meeting at which they were appointed and terminate at the close of the next Business Meeting of the Association.
• Section 7.4: Program Committee. The President, in consultation with the Officers and Council, may appoint one or more committees to arrange the program and other acti fo ??? the meetings of the Association for which the Council has designated a place and year.
• Section 7.5: Awards Committee. The President shall appoint a committee of three members of the Council to select the recipients of such awards as may be decided by the Council. The President shall chair the Committee.
• Section 7.6: Other Committees. The President shall appoint such other committees as may be necessary to conduct the work of the Association.
• Section 7.7: The President shall provide each Committee Chairman with a specific charge of the Committee’s responsibilities, objectives, and functions. Once these guidelines are formulated, the Secretary-Treasurer shall insure that they are transmitted to each new President.
• Section 7.8: The Chairman of each Committee shall prepare and submit to the Council a written report of its work and recommendations, if any. However, no report, recommendation or other action by any Committee shall be considered as the position of the Association until it has been specifically approved by the Council.

NOMINATIONS AND ELECTIONS

• Section 8.1: After the close of each Business Meeting the Past-President shall appoint two Regular Members to the Nominating Committee to be chaired by the Past-President. The Committee shall continue in office until the close of the following Business Meeting of the Association.
• Section 8.2: The Nominating Committee shall provide a slate of officers and two candidates for each vacant council position to the Secretary-Treasurer at least 3 months before the Business Meeting of the Association. The Secretary-Treasurer shall mail the list to all members of the Association, not less than sixty (60) days before the Meeting of the Association, for their vote by written ballot.
• Section 8.3: The results of the vote shall be announced at the Business Meeting of the Association.

AMENDMENTS

• Section 9.1: Any ten Regular Members may propose changes in the By-laws by presenting their proposals to the Secretary-Treasurer in writing not less than three months prior to a Business Meeting of the Association. The Secretary-Treasurer shall mail any proposed amendments to the Regular Members not less than six weeks prior to the Meeting. The proposed changes shall then be considered at the Business Meeting and shall become effective only by a two-third vote of the Regular Members voting.
• Section 9.2: Upon the recommendation of the Council the By-laws may be changed, with prior notice, by a majority vote of the Regular Members voting at the Business Meeting of the Association.

PARLIAMENTARY AUTHORITY

• Section 10.1: The rules of procedure contained in the Robert’s Rules of Order shall govern all meetings of the Association, when not inconsistent with the By-laws.

SEAL

• Section 11.1: The Association shall adopt an official seal to be used in all formal affairs of the Association.

DISSOLUTION

• Section 12.1: Upon dissolution of the Association, the Council, after making appropriate provisions for payment of all liabilities of the Association, shall arrange for the distribution of all assets fo the Association to one or more non-profit education organizations, as determined by the Council.