International Federation For Artificial Organs

Amendment to the Constitution of the International Society for Artificial Organs

Introduction

The following amendment is a revision of the entire constitution of the International Society for Artificial Organs and replaces the existing constitution.

Article I: Name and Principal Office

The name of the organization is the International Federation for Artificial Organs, Inc. (hereafter referred to as “The Federation”). The location of The Federation’s principal office shall be in the State of Ohio, the Midland Building, 10 West Erie Street, Suite 200, Painesville, OH 44077. The Federation shall have an operational office, which may be within or outside the State of Ohio, the location of which shall be wherever the then acting secretary-treasurer resides. Upon a change of secretary-treasurer of The Federation, such operating office will be considered automatically relocated and all relevant documents handed over to the new Secretary-Treasurer.

Article II: Purpose

The purpose of The Federation is to increase and encourage knowledge and research on artificial organs, to facilitate the international exchange of knowledge, and to provide education related to the improvement and optimal utilization of artificial organs. To fulfill this purpose, The Federation will arrange biennial congresses jointly with the Member Societies with special emphasis on international aspects and dissemination of knowledge into developing countries, and arrange with an international peer reviewed journal in its field as “Official Journal of The Federation”>

Article III: Membership

The founding Federation members are the American Society for Artificial Internal Organs (ASAIO), the European Society for Artificial Organs (ESAO), and the Japanese Society for Artificial Organs (JSAO).

Article IV: Meetings

The Federation will hold a general scientific congress every two years in conjunction with a regularly scheduled meeting of one of the member societies. This joint meeting will be held in rotation between the three founding member societies, specifically beginning with the ESAO in the year 2005, with the JSAO two years later and with ASAIO two years later in continuing rotation.

Article V: Governance

1. Board Members of the Federation Each of the three founding member societies will nominate three members to The Federation Board of Trustees. The Trustees will be appointed for a two-year term, renewable twice for a total possible membership on the Board of Trustees of six years per individual. Meetings of the Board of Trustees will take place at least once per year. The Board will meet at the time of the joint biennial meeting, and at an alternative time in the intervening years. Special meetings of the Board of Trustees may be held from time to time upon four weeks written notice given by the Chairman of the Board. A tenth non-voting position on the Board will be held by a Secretary-Treasurer.
2. Officers of the Federation The nine voting members will elect the Chairman of the Board of Trustees and a Vice Chairman for a two-year term at the time of the biennial meeting. In most circumstances the Chairman of the Board will be one of the Board representatives from the host society for the next biennial meeting. The Board will appoint a Secretary-Treasurer who sits at the pleasure of the Board and will serve a term of four years.
3. Responsibilities of the Officers of the Federation: Chairman – The Chairman shall be the chief executive officer of The Federation. He/she shall call and preside at all meetings of the Board of Trustees. The term of office is two years. The Vice-Chairman shall assume the duties in event that the Chairman is unable just to do so. Secretary-Treasurer – At the Board of Trustees meetings the Secretary-Treasurer shall be responsible for all the votes taken, together with the minutes of all proceedings. He/she shall give notice of meetings, perform such other duties as are incidental to the office and as may be assigned by the Board of Trustees. He/she shall share with the Chairman supervision of all moneys, securities, and other valuable properties of The Federation, and shall oversee accurate accounts of all receipts and dispersements of The Federation and books belonging to it. He/she shall be responsible for assuring that the appropriate tax laws are followed and for maintaining the officers and directors liabilities insurance. He/she shall insure all moneys and other valuable effects are deposited to the credit of The Federation in such a way as maybe designated by the Board of Trustees. He/she shall render to the Board of Trustees whenever required a written detailed account of the transactions and financial condition of The Federation including a statement of all its assets, liabilities, and financial transactions.

Article VI: Committees

The Board of Trustees shall serve in the role of previous standing committees. Specifically the Board of Trustees will be responsible for all Federation activities related to finance, publications, meeting, and program.

Article VII: Fiscal Year

The fiscal year of The Federation shall be from the 1st of July, ending on the last day of June.

Article VIII: Dues

The Federation is a non-profit organization under US Government rule section 501(a). Financial reports of Federation activities will be submitted to each of the three member societies annually.

Article IX: Robert’s Rules of Order

Robert’s Rules of Order shall govern the conduct of business meetings of The Federation Board of Trustees.

Article X: Amendments

This constitution may be amended or repealed by a vote of 7 of 9 members of the Board of Trustees. Proposed Amendments to the constitution must be submitted to the Board at least 60 days prior to a vote.

Article XI: Indemnification and Insurance

1. Indemnification
   1. In the event that any person who was or is a part to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Federation against expenses, including attorneys fees (and in the case of actions other than those by or in the right of The Federation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit or proceeding by reason of the fact that such person is or was a trustee or officer of The Federation or is or was serving at the request of The Federation as a trustee, director, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, then unless such indemnification is ordered by a court, The Federation shall determine or cause to be determined in the manner provided in Section 1702.12(E) (4) of the Ohio Revised Code whether or not indemnification is proper in circumstances of conduct set forth in Divisions (E) (1) and (E) (2) of Section 1702.12 and, to the extent that it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
   2. The indemnification provided by this Paragraph A shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles or any agreement, vote of disinterested trustees, or otherwise, both as to action in his official capacity and association in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
2. Insurance    The Federation to the extent permitted by Chapter 1702 of the Ohio Revised Code, may purchase and maintain insurance on behalf of any person who is or was a trustee or officer of The Federation, or who is or was serving at the request of The Federation as a trustee, director, officer, employee or designated agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.

Article XII: Independent Auditor

The Board of Trustees have conducted an independent audit at such time as the Board may determine. The Secretary Treasurer shall take care for a regular independent review of the finances of The Federation including the statement of assets and liabilities, and the statement of income, expenses, distribution, and disbursements.

Article XIII: Books and Records

The Federation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Trustees meetings. Any books, records, or minutes may be in written form and in a form capable of being converted into written form within a reasonable time. All relevant books and records of The Federation may be inspected by any Board of Trustees member.

Article XIV: Dissolution of The Federation

No sooner than six years after establishment of The Federation dissolution of The Federation may occur in the following way: If Member Societies choose to withdraw or for any reason The Federation is to be dissolved all remaining assets, after settling of accounts, will be donated to an established philanthropic foundation for the purpose of distribution as research grants on the subject of artificial organs.