THE PAN ARAB LIVER TRANSPLANTATION SOCIETY

Bylaws “The PanArab Liver Transplant Society”
	ARTICLE I	GENERAL
SECTION 1. The name of this Society shall be “The PanArab Liver Transplant Society” henceforth known as “PALTS” or "SOCIETY") SECTION 2. The PALTS was initially founded during the activities of the 1st PanArab Congress of Liver Transplantation that was held in Cairo, March 2006. The Founding Board included 21 Founding Members representing all active liver transplant programs in the Arab World at that time. (Attached a list of the founding members and the minutes of meeting) SECTION 3. The officers (President, President-Elect, Secretary, and Treasurer representing the first board of directors (Council) were elected by the Founding Board during the first Society meeting in Cairo, March 2006 (as described in Article V of these Bylaws). They were given the task of setting these bylaws, registering the society with the most appropriate authority, and building the infrastructure of society. SECTION 4. Adoption of these Bylaws shall require a two-thirds majority of those in attendance of the first Society meeting in Cairo, March 2006 (Founding Members). Adoption of these Bylaws may be taken without a meeting if a two-thirds majority of the members consent thereto in writing or by conference telephone call confirmed by written minutes submitted to the Society's Secretary. All written consents and any dissenting views shall be filed with the minutes by the Society's Secretary. SECTION 4. Any Founding Member of this Society who opts to leave the society before adoption of these bylaws shall be considered to have submitted a letter of resignation from the Founding Board. SECTION 5. The powers of this society and that of its directors and members and all matters concerning the conduct and regulations of the officers of the society shall be subject to the provisions set forth in these bylaws.
	ARTICLE II	PURPOSE and MISSION
SECTION 1. The Society shall promote and encourage education, research and cooperation in the field of liver transplantation between various liver transplant programs in the Arab World. SECTION 2. The Society shall create a scientific forum for discussion of all problems related to liver transplantation in the Arab World including medical, ethical, social and legal aspects. SECTION 3. The Society shall collaborate with existing national and international organizations to: a. Assist in the coordination of efforts in the formulation of programs by physicians, surgeons, scientists, and transplant professionals in the Arab World. b. Advocate for patient’s interests and to enhance patient care in the field of liver transplantation. c. Promote and encourage for organ donation in the Arab World. SECTION 4. The Society shall collaborate with existing liver transplant programs in the Arab World to create a PanArab Liver Transplant Registry. SECTION 5. The Society shall organize meetings, symposia and congresses and to prepare and distribute publications and announcements in order to fulfill the above objectives.
	ARTICLE III	MEMBERSHIP
SECTION 1. There shall be seven categories of membership: Founding Members, Regular Members, International Members, Trainee Members, Associate Members, Honorary Members, and Emeritus Members. SECTION 2. Founding members are those individuals who were on the membership roll of the society at the conclusion of its first meeting in Cairo, March 2006. The founding members represent all active liver transplant programs in the Arab World. The officers (President, President-Elect, Secretary, and Treasurer) of the first board of directors (Council) were elected by the founding members during the first Society meeting in Cairo, March 2006. Founding members have the right to nominate themselves for any position on the Council without the need for prior approval from the Nominating Committee (as described in Article VII, Section 6g of these Bylaws). Founding members shall be eligible to hold office on Council, serve on committees and vote on all matters brought before the general membership. All future members shall be elected to membership as prescribed below. SECTION 3. Regular membership shall be limited to physicians, surgeons, or scientists residing within the Arab Countries and engaged in the science and clinical practice of liver transplantation. All regular members must display prior and sustained interest in the field. Regular membership described above shall be gained by submission of a membership application, sponsorship by one member of the Society, and approval by the Membership Committee for full membership. Regular members shall be eligible to hold office on Council, serve on committees and vote on all matters brought before the general assembly. SECTION 4. International members shall have the same qualifications as regular members except that these applicants shall be residents of countries other than the Arab Countries. They shall be invited to membership upon recommendation of one regular member, and be approved by the Membership Committee for full membership. An international member shall have the privileges of voting and serving on committees and holding office on the Council only as a Councilor-at-Large. SECTION 5. Honorary Members shall be individuals with a distinguished record in liver transplantation irrespective of professional discipline. It is anticipated that relatively few individuals will qualify for honorary membership. The candidate for honorary membership should be approved by a two-thirds vote of the Membership Committee and the Council. Honorary members shall not have the right to vote or hold office on the Council and shall be exempt from payment of annual membership dues. SECTION 6. Trainee membership shall be limited to any individual who is enrolled in a predoctoral or postdoctoral training program relevant to the science and clinical practice of liver transplantation or individuals who have completed their training but have not yet qualified for regular membership. Trainee membership will be gained by submission of a membership application with a letter from the Program Director, if still in training, confirming the candidate’s status as a trainee, the nature of the training program and estimated year of completion. No individual may remain in this category more than five years. Trainee members may not vote or hold office on the Council but may serve on committees. SECTION 7. Associate membership will be available to any individual who is actively engaged in the science or clinical practice of liver transplantation but does not qualify for either regular, international or trainee membership. Associate members may not vote or hold office on the Council but may serve on committees. SECTION 8. Regular or international members who retired from practice in the field of liver transplantation may request by letter to the Secretary to be advanced to emeritus membership. Emeritus members shall not have the right to vote or hold office on the Council but may serve on committees. Emeritus members shall be exempt from payment of annual membership dues. SECTION 9. Any membership can be terminated by the Council for conduct, which in the sole judgment of the Council is injurious to the interests or welfare of the Society, or for failure to pay dues for two years in succession. Such a termination shall require a two-thirds vote of the Membership Committee and the Council after the member in question is afforded an opportunity to appear before the Membership Committee and Council to appeal for continuance of membership. SECTION 10. A general assembly of the entire membership shall be called at least every second year by the council and each general assembly shall coincide with the congress of the society; notice of the meeting shall be sent to all members of the Society not less than 30 days before the meeting. The agenda for the meeting shall be determined by the Council. The Officers and Councilors-at-Large of the Society shall be elected every second year by a general assembly of the entire membership. All members may attend the general assembly but only Founding, Regular, and International Members shall have the right to vote. SECTION 11. Members may not vote by proxy in the general assembly meetings SECTION 12. At any meetings of the members, properly called and announced, the number of members appearing for said meeting shall constitute the quorum necessary for transaction of the business of the meeting. Candidates nominated to office shall be elected by a plurality of the members voting. As discussed in Article XIV, amendment of these Bylaws shall require a two-thirds majority of those in attendance and voting. Action of the membership on all other matters shall require a simple majority of the regular and international members present and voting. SECTION 13. Founding Members, Regular Members, International Members, Trainee Members, and Associate Members, shall pay membership fees. This fee shall be in US dollars and will be annual. The amount is to be established by the council after consideration of reports by the secretary and the treasurer. Membership shall be forfeited if the fees are not paid for two consecutive years. Honorary Members and Emeritus Members shall be exempted from the membership fee.
	ARTICLE IV	BOARD OF DIRECTORS (COUNCIL)
SECTION 1. The business and property of the Society shall be managed by a Board of Directors who shall be designated the Council of the Society. SECTION 2. The Council shall consist of the President, President-Elect, Immediate Past President (once applicable), the Secretary, and the Treasurer of the Society (as these officers are defined in Article V of these Bylaws) together with 6 councilors-at-Large (as these officers are defined in Article VI of these Bylaws). SECTION 3. The Council of the Society shall be elected as described in Articles VI, V, VI and VIII of these Bylaws. SECTION 4. Founding members shall have the right to nominate themselves for any position on the Council without the need for prior approval from the Nominating Committee. SECTION 5. Regular members shall have the right to nominate themselves for any position on the Council; however, they need prior approval from the Nominating Committee. Regular members who wish to nominate themselves to hold position on the society’s council must submit their applications to the Nominating Committee for consideration and approval SECTION 6. International Members shall have the right to nominate themselves for only Councilor-at-Large position; and they must submit their application to the Nominating Committee for consideration and approval. SECTION 7. Honorary, Trainee, Associate, and Emeritus Member shall not have the right to hold office on the Council. SECTION 8. It is the sole responsibility of the Nominating Committee to ensure fair equal representation of different Arab countries within the Society’s Council. SECTION 9. Officers and Councilors-at-Large shall serve without compensation. SECTION 10. Regular meetings of the Council shall be held annually during the annual meeting of the Society. Special meetings of the Council may be held at any time or place upon the call of the President or of any five Council members. Notice of meetings shall be given and must be written and mailed to each Councilor not less than fourteen days before such meeting. Meetings may be held at any time or place and without notice if all Councilors are present, or if those not present waive notice thereof, in writing, either before or after the meeting. SECTION 11. A majority of the Council shall constitute a quorum for the transaction of business. SECTION 12. An action required or permitted to be taken at any meeting of the Council or of any Committee thereof may be taken without a meeting if, following written notice of the proposed action to all members of the Council or Committee, a majority of the members of the Council or Committee consent thereto in writing or by conference telephone call confirmed by written minutes submitted to the Society's Secretary. All written consents and any dissenting views shall be filed with the minutes of the Council or Committee as the case may be.
	ARTICLE V	OFFICERS
SECTION 1. The officers of the Society shall be the President, the President-Elect, the Immediate Past President (once applicable), the Secretary, and the Treasurer, all of whom must be either founding or regular members in good standing at the time of their election and during the terms of their offices. Officers shall be shall be limited to persons actively engaged in the field of liver transplantation in the Arab World and be domiciled in one of the Arab countries. They shall be elected by the general assembly as described in Article VIII of these Bylaws. The officers shall comprise the Executive Committee and will be responsible for general supervision of the Society’s daily business affairs. SECTION 2. The officers (President, President-Elect, Secretary, and Treasurer) representing the first board of directors (Council) were elected by the founding members during the first Society meeting in Cairo, March 2006. They were given the task of setting the bylaws, registering the society with the most appropriate authority, and building the infrastructure of society. SECTION 3. The President shall be chief executive officer of the Society and shall be elected to serve for a two-year term. President may not succeed himself without interruption unless he has served less than the two-year term. Under no circumstances may the president serve uninterruptedly for more than two years. Under no circumstances may a president from the same Arab country serve uninterruptedly more than two-year term. Subject to the direction of the Council, he or she shall have and exercise direct charge of and general supervision over the business and affairs of the Society and shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time he or she may be assigned by the Council. SECTION 4. The President-Elect shall succeed to the office of President upon completion by the President of his or her term in office, or upon any earlier vacancy in the office of the President. In the absence of the President, the President-Elect shall preside at meetings of the Council or membership, and shall perform all the duties incident to the office of first or executive vice-president of a corporation. A new President-Elect shall be elected every 2 years at the annual meeting of the membership (General Assembly). At the end of his or her second year in office the President-Elect shall succeed automatically to the Presidency, and at the end of his or her fourth year, to the position of Immediate Past-President. Thus a person elected to the position of President-Elect shall be an officer in the Council for six years. SECTION 5. The Immediate-Past-President shall serve as an advisor and consultant to the President. SECTION 6. The Secretary shall keep minutes of all meetings of the Council and of the membership of the Society; shall see that all notices are duly given in accordance with the provisions of law and these Bylaws; shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records. A new Secretary shall be elected every 2 years at the annual meeting of the membership (General Assembly) and shall serve for 2 years. Under no circumstances may the Secretary serve uninterruptedly for more than six years. SECTION 7. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and authorized disbursements of the Society; shall deposit or cause to be deposited, in the name of the Society, all money or other valuable effects in such banks or other depositories as shall from time to time be selected by the Council; shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society; and shall in any event report annually to the Council and membership; and shall submit financial statements certified by any group of individuals chosen by the Council. A new Treasurer shall be elected every 2 years at the annual meeting of the general membership (General Assembly) and shall serve for 2 years. Under no circumstances may the Treasurer serve uninterruptedly for more than six years. SECTION 8. A President-Elect, Secretary, and Treasurer elected every 2 years at the annual meeting of the general membership (General Assembly) shall assume office immediately at the end of the meeting at which he/she is elected, and the incumbent President-Elect and President shall be advanced to President and Immediate Past President at the same time. SECTION 9. Vacancies among the officers of the Society which may occur for any reason shall be filled as follows: a. Vacancy of the Immediate Past Presidency: A temporary Councilor-at-Large shall be appointed by a majority of the Council to service until the next annual meeting of the general membership, at which time the position shall be filled by succession of the retiring President. b. Vacancy of the Presidency: The President-Elect shall succeed immediately to the Presidency, and a temporary Councilor-at-Large shall be elected as in a. above to serve until the next annual meeting. At that same time the new President shall continue in the Presidency in his or her own right for 2 year, and a new President-Elect shall be elected. c. Vacancy of the President-Elect: One of the members of Council shall be elected by a majority of the Council to fill this position. A President-Elect elected in this way shall succeed to the Presidency and Immediate Past Presidency as if he/she had been elected by the general membership, in order to assure continuity among the officers of the Society. The position of Councilor-at-Large, vacated by the election of one of them to the Presidency-Elect, shall be filled as in Article VI, Section 5, below. d. Vacancy of the Secretary or Treasurership: One of the Councilors-at-Large shall be elected by a majority of the Council to fill this post for the remainder of the unexpired term. The vacated position of Councilor-at-Large shall then be filled as in Article VI, Section 5, below.
	ARTICLE VI	COUNCILORS-AT-LARGE
SECTION 1. Six Councilors-at-Large shall be elected at the earliest annual meeting of the general membership of the society (General Assembly) following adoption of these bylaws. SECTION 2. Councilors-at-Large must be active founding, regular or international members of the society in good standing at the time of their nomination and election and during their term of office. SECTION 3. Councilors-at-Large shall be evenly distributed between various Arab Countries. It is the sole responsibility of the Nominating Committee to ensure fair equal representation of different Arab countries within the Society’s Council SECTION 4. Councilors-at-Large shall serve two years and until their successors are elected. Councilors-at-Large may succeed themselves without interruption however; under no circumstances may they serve uninterruptedly for more than 8 years. SECTION 5. Vacancies amongst the Councilors-at-Large which may occur for any reason shall be filled by a successor appointed by a majority of the Council. Such an appointee shall serve until the next annual meeting of the general assembly when a successor shall be elected to fill such office for any remaining term which may exist.
	ARTICLE VII	COMMITTEES
SECTION 1. Committees may be created by these Bylaws or by resolution of the Council or of the general assembly, or by appointment by the President, to function on behalf of the Council in a manner provided for in the Bylaws or in the aforesaid resolution or resolutions or letters of Presidential appointment. Committees constituted by any other means shall not be recognized as representing the Society. SECTION 2. The membership of each Committee shall be appointed by the President except when Committee composition is prescribed by these Bylaws. Committee members may be any founding, regular, international, trainee, associate or emeritus member of the Society. The term of appointment shall be for two years or as prescribed by these Bylaws. Each Committee shall have a Chairperson, a Co-Chairperson and a Past Chairperson each serving a two year term or as prescribed by these Bylaws. The Chair shall serve as committee secretary. Committees shall consist of sufficient numbers of persons to fulfill the mandates of the Council. SECTION 3. Minutes shall be kept of all Committee meetings and shall be submitted to the Council for approval. SECTION 4. Except where otherwise stipulated in these Bylaws, positive actions of all committees shall be taken by a simple majority of the members present and voting, and any number of members greater than one-third of the total committee membership shall constitute a quorum or a minimum of three committee members for committees with total committee membership of less than nine members. Actions of all committees shall be subject to review and approval by the Council. SECTION 5. There shall be a Membership Committee, which shall review the applications and credentials of all candidates for Regular, International, Trainee, and Associate membership to determine whether they meet the requirements set forward in these Bylaws and by the Council of the Society. They shall recommend action on all such applicants to the Council. In addition, they may recommend to the Council outstanding individuals to be considered for Honorary Membership. SECTION 6. a. There shall be a Nominating Committee consisting of the five officers and four members at large. The terms of service will be the committee member’s term as an officer and Members at large will serve two years. The four members at large will be appointed by the President. b. The Nominating Committee, after having solicited recommendations from the Members, shall recommend to the Members candidates for all offices and Councilors-at-Large to be elected by the Members at the next succeeding annual meeting of the Members (General Assembly). c. A slate nominating a minimum of two or a maximum of three individuals for each office and Councilor-at-Large position shall be prepared, with attention directed at maintaining a balance in representation of the society’s constituencies on the Council. d. The slate shall specify which Councilor-at-Large or office position each nominee is nominated for, and no nominee may be nominated for more than one position. e. The nominee for each Councilor-at-Large or office position receiving the greatest number of votes compared to the other nominees for that Councilor-at-Large or office position shall be elected to that position. f. A slate nominating a single individual for each other office to be elected shall be prepared, with attention directed at maintaining a balance in representation of the society’s constituencies on the Council. g. Founding members shall have the right to nominate themselves for any position on the Council without the need for prior approval from the Nominating Committee. h. Regular members shall have the right to apply for Councilor-at-Large or any of the 4 officer positions (President, President-Elect, Secretary, and Treasurer); and they should submit their applications to the Nominating Committee for consideration and approval i. International Members shall have the right to apply for Councilor-at-Large position; and they should submit their application to the Nominating Committee consideration and approval.
	ARTICLE VIII	GENERAL ASSEMBLY MEETING
SECTION 1. A general assembly of the entire membership shall be called at least every second year by the council and each general assembly shall coincide with the congress of the society; notice of the meeting shall be sent to all members of the Society not less than 30 days before the meeting. The agenda for the meeting shall be determined by the Council. This meeting should be conducted according to Robert's Rules of Order. The Officers and Councilors-at-Large (see Articles V and VI) of the Society shall be elected every second year by a general assembly of the entire membership. All members may attend the general assembly but only Founding, Regular, and International Members shall have the right to vote. SECTION 2. At any meetings of the members, properly called and announced, the number of members appearing for said meeting shall constitute the quorum necessary for transaction of the business of the meeting. Candidates nominated to office shall be elected by a plurality of the members voting. As discussed in Article XIV, amendment of these Bylaws shall require a two-thirds majority of those in attendance and voting. Action of the membership on all other matters shall require a simple majority of the regular and international members present and SECTION 3. Notices to membership for the attendance of the meeting of the general assembly will be carried out by the secretary on behalf of the council. Only founding, regular and international members who have been duly admitted to the society by the general assembly and have paid all their dues will have the right to attend and vote at the general assembly. SECTION 4. Each member has the right for one vote at the general assembly meeting; members may not vote by proxy in the general assembly meetings SECTION 5. Voting on issues, resolutions and elections shall be by open voting unless otherwise stated by the president.
	ARTICLE IX	SCIENTIFIC MEETING
SECTION 1. The official society’s Congress is the “PanArab Liver Transplant Congress” and shall be held once a year. SECTION 2. The date and place of the future congress is decided upon by the by the council of the society during the preceding congress meeting. SECTION 3. Under no circumstances may the Congress be held in the same Arab country two successive years. SECTION 4. The congress will be organized by a local organizing committee (from the hosting Arab Country) in coordination with the President and the Council of the society. SECTION 5. Notices of the dates and place of each congress together with the composition of the Organizing Committee and the Scientific Committee shall be submitted to the council for approval in advance. SECTION 7. Supplementary meetings on special topics may be organized within the framework of the society with the approval of the council.
	ARTICLE X	NON-DISCRIMINATION
There shall be no discrimination on the basis of color, race, religion, national origin, age, gender, physical handicap, or physical appearance in decisions concerning eligibility for membership, committee assignments or office, or concerning employment, transfers or promotion of any staff, or concerning any other business or activity of the Society.
	ARTICLE XI	CONFLICTS OF INTEREST
SECTION 1. No Officer, Councilor, or committee member shall vote on any matter that would involve him/her in a conflict of interest. SECTION 2. Whenever an Officer, Councilor or committee member has cause to believe that a matter to be voted on would involve him/herself in a conflict or possible conflict of interest, he or she shall announce the conflict or possible conflict of interest and shall abstain from voting on the matter. SECTION 3. Any other member of the Council, committee or membership may raise a question of conflict of interest or possible conflict of interest with respect to any officer, Councilor or committee member present. The question of whether an actual conflict of interest exists shall be decided by a majority vote of the body involved in the matter--the Council or a committee. Decisions of committees on conflicts of interest are subject to review by the Council and shall be matters of permanent record
	ARTICLE XII	REMOVAL OF DELINQUENT OFFICERS/COMMITTEE MEMBERS
Any officer of this Society, Councilor-at-Large or member of a committee who shall miss three consecutive properly called meetings of the Council or of a committee without a substantive reason shall be considered to have submitted a letter of resignation from the Council or such committee. The vacated position shall be filled as stipulated in Articles V or VI of these Bylaws. In case of dispute as to whether absence has been excused by a substantive reason, the issue shall be resolved by a majority vote of the Council or committee concerned.
	ARTICLE XIII	DUES AND AUDIT
SECTION 1. Dues shall be assigned annually according to type of membership. A portion of the dues may be assigned to pay for publications of or provided by the Society. Any changes in the amount of dues are to be approved by the Council. SECTION 2. Emeritus and honorary members shall be assessed no dues except for any portion assigned to payment for publications of or provided by the Society. Emeritus and Honorary members shall be given the option of paying no dues at all if they do not wish to receive publications of or provided by the Society. SECTION 3. An audit of the Society's financial status shall be performed yearly by a committee of the Council appointed by the President, and the results of this audit shall be presented by the Treasurer to the membership at the annual meeting. SECTION 4. The Society’s fiscal year shall be January 1 - December 31.
	ARTICLE XIV	AMENDMENT OF BYLAWS
These Bylaws may be amended, repealed, or altered in whole or in part. Amendments to the Bylaws may be proposed to the membership by the Council, or may originate from a committee or the membership. In the latter case, they must be proposed in writing to the Council by five Founding, Regular or International Members of the Society at least ninety (90) days prior to an annual meeting. In either case, a copy of any proposed amendment(s) shall be mailed to the last recorded address of each member at least thirty (30) days prior to the date of the annual meeting. The proposed amendment(s) shall be acted upon by secret ballot mailed to every voting member or at the annual meeting, notices of which shall contain an announcement of the proposed amendment(s). In either instance, a proposal will be carried with a two-thirds majority of members voting required for adoption of an amendment to the Bylaws.
	ARTICLE XV	INDEMNIFICATION OF LIABILITY FOR OFFICERS AND DIRECTORS
A director, officer, employee, or member of the corporation is not liable on the corporation’s debts nor obligations and a director, officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.