Bylaws of the International Complement Society

ARTICLE I: OFFICES
ARTICLE II: MEMBERSHIP
ARTICLE III: DUES

ARTICLE IV: COUNCILORS 
ARTICLE V: COMPENSATION OF COUNCILORS
ARTICLE VI: OFFICERS
ARTICLE VII: ANNUAL BUSINESS MEETING
ARTICLE VIII: ELECTIONS
ARTICLE IX: COUNCIL MEETINGS

ARTICLE X: INTERNATIONAL COMPLEMENT WORKSHOPS

ARTICLE XI: COMMITTEES
ARTICLE XII: NOTICES
ARTICLE XIII: EXECUTIVE DIRECTOR & ADMINISTRATIVE OFFICER
ARTICLE XIV: CHECKS
ARTICLE XV: FISCAL YEAR
ARTICLE XVI: SEAL
ARTICLE XVII: ALTERATION, AMENDMENT OR REPEAL OF BYLAWS

ARTICLE XVIII: RECORDS

ARTICLE I:  OFFICES

The corporation may have offices at such places as the Board of Directors (hereinafter “Council”) may from time to time determine or the business of the corporation may require.

ARTICLE II:  MEMBERSHIP

1. The classes of membership shall be Active, Trainee, Emeritus, and Corporate Associate.

2. Any qualified person engaged in the study of complement and who supports the mission of International Complement Society (“ICS”) can become an active member of ICS.  Applications shall be on an official ICS application form furnished by the Treasurer or President, or obtained from the web page (www.complement.org).

3. Individuals engaged in training (students and postdoctoral fellows) may be considered for trainee membership, with postdoctoral fellows considered trainees for a period not exceeding five years post their graduation.  Students have no vote but postdoctoral fellows are eligible to vote.  The rules for eligibility, the benefits to which such members shall be entitled, and the fees which such members shall be obligated to pay shall be approved by the Council.

4. Corporations and other groups that have an interest in promoting the aims of ICS may be invited by the President, with approval of Council, to become a corporate associate member without voting rights.

5. Membership shall automatically be forfeited for failure to pay dues.

6. Upon the vote of two-thirds of Council that the best interest of ICS requires expulsion of a member, the President or President-Elect shall notify that member in writing of the charges.  Council shall allow a reasonable time for the presentation of his/her defense before acting.  Upon recommendations of two-thirds of Council, the President or President-Elect shall send a notice of the decision to each active member at least six weeks before the next annual business meeting.  At this meeting, the Secretary shall, on behalf of Council, propose the expulsion; and on a two-thirds vote of the members present, the member shall be expelled, his/her dues for the current year shall be returned, and he/she shall cease to be a member of ICS.

ARTICLE III:  DUES

1. Membership dues, upon recommendation of Council, shall be determined by a majority vote at the annual business meeting.  New members are entitled to the privileges of membership only after payment of dues.

2. The dues (a two-year membership fee) are included in the registration fee for the biennial International Complement Workshop and entitle members to membership until, but not including, the next International Complement Workshop.

3. Dues may be paid also at any time between International Complement Workshops. In this case, membership will be effective for 2 years or until the next International Complement Workshop attended, whichever comes first.

ARTICLE IV:  COUNCILORS

1. The affairs of the corporation shall be managed by the Council.  The Council shall consist of the President, a President-Elect, a Secretary, a Treasurer, the Immediate Past President and additional Councilors.  The terms of office for the President, President-Elect, Secretary and Treasurer as members of Council are the same as their terms as Officers.  The number of officers in the Council shall be five, unless and until changed by amendment to this bylaw, provided, however, that there shall always be at least three Council officers.  Additional Councilors (up to a maximum of 12) which are not officers shall serve a term of six years or until his or her successor shall have been elected and qualified and may serve in any other elected office during or after expiration of this six-year term. Election of Councilors to replace those whose six-year terms are to expire shall occur every two years.  Nominations for Councilors may be made by the current Officers or Councilors or by a petition signed by five members of the ICS.  Efforts to maintain international representation among Councilors will be made.  Councilors may be removed, with or without cause, by the vote of at least two-thirds of all the Councilors at a meeting of the Council called expressly for that purpose.  Any vacancy created by such removal shall be filled for the unexpired term in respect of such vacancy by majority vote of the Councilors present at such special meeting or, in the absence of such action at such special meeting, by resolution of the Council.

2. The Council may keep the books of the corporation at the principal business office of the corporation in this state or at such other place as they may from time to time determine and as may be permitted by law.

3. If the office of a Councilor becomes vacant for any reason, other than by removal of the Councilor in the manner described in paragraph 1 hereof, the remaining Councilors shall choose a successor or successors.

ARTICLE V:  COMPENSATION OF COUNCILORS

Councilors, as such, shall not receive any stated salary for their services, but by resolution of the Council, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Council; provided that nothing herein contained shall be construed to preclude any Councilor from serving the corporation in any other capacity and receiving compensation or reimbursement of expenses therefore.

ARTICLE VI:  OFFICERS

1. The Officers of ICS shall be a President, a President-Elect, a Secretary, a Treasurer and the Immediate Past President.

2. The President (a) shall preside at all meetings of Council and the Corporation; (b) shall make all committee appointments that are not otherwise provided for by the Bylaws; (c) shall be an ex-officio member of all committees; (d) shall automatically become the Immediate Past President at the expiration of his term.  The President shall serve for a term of two years or until his/her successor is elected.

3. The President-Elect shall serve as the President in the event the President is unavailable.  The President-Elect shall serve for a term of two years or until his/her successor is elected.

4. The President-Elect shall have responsibility for the fiscal integrity of ICS in concert with the President and Treasurer, and shall perform such other duties as the President and Council may assign.

5. The Treasurer shall: (a) manage the bank account of the ICS, (b) review with the President and President-Elect the annual budgets prior to the beginning of the fiscal year and (c) prepare a report of ICS’s current financial status which is to be shared with the Council at the annual business meeting. The Treasurer shall serve a two-year term and may be nominated and elected to serve one additional two-year term.

6. The Secretary shall keep accurate minutes of all meetings and distribute them to the membership by mail, and give notice of activities of the Society by mail.  The secretary will serve as the Editor of the electronic bulletin “Focus on Complement”, will nominate the members of the Editorial Board, will solicit, with the Editorial Board, articles for the bulletin, will edit the bulletin and mail it electronically to all ICS and ECN members and other interested groups upon approval of the Council. The Secretary shall be responsible for mailing ballots to the membership. The Secretary shall serve a two-year term and may be nominated and elected to serve one additional two-year term.

7. The terms of all officers shall begin on January 1 following election.

ARTICLE VII:  ANNUAL BUSINESS MEETING

1. The business meetings of the Corporation shall be held biennially at such time and place as shall be determined by Council.  Members of ICS shall be notified of the biennial meeting on not less than thirty days notice by telephone or electronic mail.

2. The biennial business meeting shall be open to all members of ICS.  Twenty-five (25) members shall constitute a quorum for the biennial business meeting.

ARTICLE VIII:  ELECTIONS

1. Election Committee. The President will appoint an ad-hoc Election Committee composed of the Senior Council of the ICS Board (Past President, President, President Elect, Secretary and Treasurer).  The committee will evaluate the submitted nominations for meeting eligibility criteria .  Unless there is an issue (which will then be discussed with the full ICS Board), all nominations will be put to public vote.
2. Nominations. Nominations for officers and councilors may be made by submitting an electronic nomination form through the ICS website.
     a.  A minimum of five (5) ICS members are required for a nomination.  The online nomination form shall be submitted by one of the nominating ICS members

          who has been authorized by the other nominating members to act on their behalf. 
     b. The electronic nomination form shall require submission of the additional qualifying information.  The deadline for submission of the electronic

 nomination form and accompanying data shall be no less than three (3) months prior to the International Complement Workshop. 
     c. Within 1 week after the nomination deadline, the President shall present the names to Council for final consideration and approval. 
     d. Approved nominees shall be notified by the President and given a minimum of 7 days to accept the nomination and submit to the Executive Manger a brief  resume and statement of their qualifications.
2. Eligibility.  Nominees must be active members of ICS at the time of their nomination and throughout their terms.
3. Timeframe.  Elections will be conducted in advance of the International Complement Workshop. The election date shall be set by the Council and announced at least two (2) months prior to the workshop.
4. Slate of Nominees.
          a.   The ICS website will list eligible candidates and their statements for a minimum of six (6) weeks before the ICW takes place.
          b.   At least six (6) weeks before the election, the President or Executive Manager shall send by electronic mail to each voting member of ICS, the slate of

                 nominees and brief resumes of all nominees for Officers and Councilors.
5. Voting.  A ballot with names of all nominees approved by Council will be created and distributed electronically to all eligible members in good standing at the time of the election.
          a.   Where there is more than one nominee for an office, the names shall be listed in alphabetical order.
          b.  The ballot shall not contain space for write-in candidates. 
          c.  Election shall be by plurality.
          d.  Electronic voting shall conclude the night before the gala dinner of the ICW meeting. The elected new ICS Board members will be announced during

                     the gala dinner.
6. Records. The Secretary will be responsible for keeping all records of the final election results and handing them over to the Election Committee for

review and certification of the results of the election.

ARTICLE IX:  COUNCIL MEETINGS

1. Annual Council meetings shall be held at such time and place as shall be determined by the President. An ICS Council meeting may be held during the biennial International Complement Workshop. An ICS Council meeting may be also held during the biennial EMCHD meeting of the European Complement Network. ICS Officers and Councilors shall be notified of the annual meeting on not less than thirty days notice by telephone or electronic mail.

2. Special meetings of the Council may be called by the President, the Secretary, the Treasurer, or 20 percent of the Councilors on not less than ten days’ notice to each member of the Council, either personally or by first class mail, telegram, telephone, facsimile or electronic mail.

3. At all meetings of the Council, a majority of the Council in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Councilors present at any meeting at which there is a quorum shall be the act of the Council, unless the action is one upon which, by express provision of the statutes, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control.  If a quorum shall not be present at any meeting of Council, the Councilors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4. Members of the Council may participate in a meeting of the Council by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

5.  Action required or permitted by law to be taken at a Council meeting may be taken without a meeting if the action is discussed with all members of the Council, and supported by an absolute majority of the Council. The action shall be evidenced by one or more written consents describing the action taken, signed by each Councilor, and included in the minutes filed with the corporate records reflecting the action taken.  Such action shall be effective when the last Councilor signs the consent, unless the consent specifies a different effective date.

ARTICLE X:  INTERNATIONAL COMPLEMENT WORKSHOPS

1. Biennial International Complement Workshops (ICW; the Conference) shall be held at such time and place as shall be determined by the Council. The purpose of the conference is to promote research on Complement. At least 4 years before an ICW, the President shall send a call to all members to send Bids for hosting the following conference. ‘Terms of Reference for Hosting an International Complement Workshop’ are published on the organization website (www.complement.org). These Terms of Reference contain the policies and requirements governing this biennial event and establish guidelines for its associated tasks and responsibilities. Only bids from National Universities, Scientific or Clinical Institutions, or a group of at least 3 scientists engaged in complement research will be considered. Minimum Venue, Meeting, Hotel and Exhibition requirements are specified in the ‘Terms of Reference for Hosting an International Complement Workshop’.

2. After receiving all formal bids, the Council will select two suitable candidates.  Representatives of the groups will make at an annual meeting a presentation to the ICS Council, which will then select the Local Organizing Committee.  ICS will announce the appointment of the Local Organizing Committee of the ICW (ICW-LOC) two years in advance at that year’s International Complement Workshop.

3. The Conference will be organized in the name of the ICS. The ICS Council and the ICW-LOC shall co-operate to organize an International Complement Workshop. The official organizer of the Conference is the ICS in co-operation with ICW-LOC. The ICS Board reserves the right to change the host institution, even after signing the agreement with the LOC, should any significant changes occur relating to the selection criteria or in the case of non-compliance with these Terms of Reference. The ICW-LOC will select and sign an agreement with the Professional Conference Organizer (PCO). This agreement will include documentation that the PCO will comply with these Terms of Reference.

4. The ICS is the sole owner and official organizer of the International Complement Workshops. The ICS President and President-Elect will be ex-officio members of the ICW-LOC and participate in all administrative and scientific decisions taken by the ICW-LOC. Decisions shall be made by voting. If a decision cannot be reached by the ICW-LOC, the ICS Board will act as a binding arbitrator. The ICW-LOC, including the ICS President and President-Elect, shall meet at least once a year.

5. The ICS Council will cooperate with the ICW-LOC in the invitation of guest speakers and planning of conference program. The ICS Council will be responsible for scoring the abstracts submitted for oral presentation. The program will be composed of the top ranking abstracts. The ICW-LOC will assure as wide representation of research topics and research teams as possible, without compromising the quality of meeting. The ICS must approve the final list of speakers and ICW program. The ICS will be responsible for handling of scholarships, public and international relations, contractual and legal matters.
6. The ICW-LOC will carry the overall financial and organizational responsibilities for all aspects of the Conference. All the responsibilities of the LOC are listed in the ‘Terms of Reference for Hosting an International Complement Workshop’. ICS Membership fee of USD 50 (two years) (USD 30 for students) shall be included in the Conference Registration Fee.

7. The ICS has full authority to decide upon, and gain full insight into, Conference costs and income. Any surplus funds remaining after taking into account all items provided for in the budget shall be allocated as follows:
     The ICS:    80%
     ICW-LOC: 20%

8. Travel Awards- At the Conference, the ICS and ICW-LOC give travel awards to selected young investigators. Travel awards are selected on the basis of abstract scoring by the Council. The ICW-LOC will assure as wide representation of research and research teams in the selection of Travel Awardees as possible. Undergraduate and graduate students and postdoctoral fellows not longer than five years after graduation are eligible for awards. Award winners must be the first author of a submitted abstract and must personally present the work at the workshop, either in a form of an oral presentation or a poster.

9. Sponsor and Donor Awards- Pending availability of sponsorships and donations, the ICS will award additional special awards to young investigators (younger than 41 years old)  who excel in their complement research. ICS Board members may be nominated for awards. The Awards will be named: Travel Award, Merit Award, Young Investigator Award, Award of Excellence, etc. The name of the donor or sponsor will be indicated separately below the award name (e.g. Sponsored by…, donated by…).

10. Disclosure of Conflict of Interest- All submitted abstracts should disclose on the abstract form any potential conflict of interest (COI), including but not limited to financial relationships with commercial entities (research sponsorship, royalties, ownership of stock or stock options, employment, paid consultancy, non-remunerative positions of influence and others) that may influence the presentation of data. The limit of time of a relevant relationship is inclusive of the last 12 months. Abstracts will not be accepted without proper completion of the conflict of interest/disclosure section on the abstract submission form. In addition, all authors should disclose in their presentations, as a separate second slide in an oral presentation, or a statement in a poster presentation in the bottom left corner, the relevant COI. In case of no relevant COI, the second slide and poster presentation should state: ‘No relevant conflicts of interest to disclose’.

ARTICLE XI:  COMMITTEES

1. The Council, by a resolution adopted by a majority of the Councilors in office, may designate a Standing Committee, which shall consist of at least two Councilors of the corporation.  The Standing Committee shall have and exercise the authority of the Council between meetings of the Council.

2. The Council, by a resolution adopted by a majority of the Councilors in office, may designate one or more other ad-hoc Working committees, each of which shall consist of at least one Councilor.  Such committees shall, to the extent provided in such resolution, have and exercise the authority of the Council.

3. At all meetings of committees, a majority of the members of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Provisions in these bylaws pertaining to meetings of the Council shall also apply to a committee or committees of the Council.

ARTICLE XII:  NOTICES

1. An Executive Director may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Council may from time to time assign to him or her.  The Executive Director may be compensated pursuant to terms set forth by Council.

2. An Administrative Officer may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Council may from time to time assign to him or her.  The Administrative Officer may be compensated pursuant to terms set forth by Council.

ARTICLE XIII:  EXECUTIVE DIRECTOR AND ADMINISTRATIVE OFFICER

An Executive Director may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to him or her.  The Executive Director may be compensated pursuant to terms set forth by Council.

An Administrative Officer may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to him or her.  The Administrative Officer may be compensated pursuant to terms set forth by Council.

ARTICLE XIV:  CHECKS

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Council may from time to time designate.

ARTICLE XV: FISCAL YEAR

The fiscal year of the corporation shall begin the first day of January in each year.

ARTICLE XVI:  SEAL

The corporation shall not have a seal.

ARTICLE XVII:  ALTERATION, AMENDMENT OR REPEAL OF BYLAWS

These bylaws may be altered, amended or repealed at any regular or special meeting of the Council by the affirmative vote of an absolute majority of all the Councilors in office.

ARTICLE XVIII:  RECORDS

1. The corporation’s Secretary shall keep as permanent records minutes of all meetings of Council, a record of all actions taken by the Councilors without a meeting, and a record of all actions taken by committees of the Council.

2. The corporation’s Treasurer shall maintain appropriate accounting records.  A copy of the following records shall be kept at the corporation’s Treasurer office: the Articles of Incorporation and all amendments to them currently in effect, these Bylaws and all amendments to them currently in effect, a list of the names and business or home addresses of the current Councilors and officers, and appropriate financial statements of all income and expenses.