By-Laws of the Declaration of Istanbul Custodian Group
- ARTICLE I: OFFICES
- ARTICLE II: PURPOSES
- ARTICLE III: MEMBERS
- ARTICLE IV: BOARD OF COUNCILLORS
- ARTICLE V: OFFICERS AND SECRETARIAT
- ARTICLE VI: COMMITTEES, TASK FORCES AND EMISSARIES
- ARTICLE VII: EXECUTION OF DOCUMENTS BY THE DICG
- ARTICLE VIII: WAIVERS OF NOTICE
- ARTICLE IX: FISCAL YEAR
- ARTICLE X: AMENDMENTS
NOTHING HEREIN SHALL CONTRAVENE, OR MAY BE INTERPRETED IN CONTRAVENTION OF, ANY PROVISION OF THE MEMORANDUM OF UNDERSTANDING DATED MARCH 2, 2010TOP
ARTICLE I: OFFICES
SECTION 1. Principal Office. The registered office of the Declaration Of Istanbul Custodian Group (the “DICG”) shall be located in the City of Montreal, Quebec, Canada.
SECTION 2. Other Offices. The DICG may also have offices at such places as its Board may from time to time determine or the business of the DICG may require.TOP
ARTICLE II: PURPOSES
SECTION 1. Founding Purposes. The DICG exists to promote, sustain and monitor the implementation of the Declaration of Istanbul worldwide, and specifically to promote organ donation free of coercion, exploitation, commercialism or human trafficking, to encourage national or regional self-sufficiency in organ transplantation, and to combat transplant tourism that interferes with meeting the medical needs of a country’s own population.
SECTION 2. Additional Objectives. The Board of Councillors may, from time to time, add or modify the statement of purposes as necessary to uphold the DICG’s founding purposes.TOP
ARTICLE III: MEMBERS
SECTION 1. Founding Members. The Founding Members of the DICG shall include all participants in the International Summit on Transplant Tourism and Organ Trafficking held from April 30 to May 2, 2008 in Istanbul, Turkey, and all members of the Steering Committee that organized that meeting, who support the purposes of the DICG and who accept membership therein.
SECTION 2. Additional Members. From time to time, the DICG Board of Councillors may add to the roster of members any person who supports, and wishes to further, the implementation of the Declaration of Istanbul and who indicates a willingness to accept membership in the DICG.
SECTION 3. Withdrawal. Any member may withdraw from membership at any time by notifying either of the Co-Chairs or the Secretariat. Such withdrawal shall be effective immediately upon receipt.
SECTION 4. Roster. The Secretariat shall maintain a roster of all current members, with contact information sufficient to allow them to be kept apprised of DICG activities.TOP
ARTICLE IV: BOARD OF COUNCILLORS
SECTION 1. Management of the DICG. The business and property of the DICG shall be conducted and managed by a Board of Councillors (the ‘Board’) which shall have the power and authority to exercise overall supervision of all DICG activities in furtherance of its stated purposes.
SECTION 2. Members of the Board of Councillors. The Board shall be composed of eighteen (18) persons of whom six (6) shall be nominated by The Transplantation Society (TTS) and six (6) shall be nominated by the International Society of Nephrology (ISN), as the original sponsoring organizations of the DICG, and six (6) remaining Councillors nominated by the Nominating Committee. The election of all Councillors rests with the Board. Councillors need not be members of either TTS or ISN but prior to their election shall have demonstrated understanding of issues specific to the Declaration and commitment to the purposes of the DICG.
SECTION 3. Term of Office. Classification. Councillors shall serve terms of 3 years. Terms shall be based on the calendar year (that is, beginning on January 1). Councillors may serve a maximum of two consecutive terms. A Councillor shall continue in office until his or her successor shall have been elected and qualified or until the Councillor resigns. The terms of one third of the Councillors shall expire each year. The six Councillors to be elected at each election shall constitute a class, of whom two shall be TTS-nominated Councillors, two shall be ISN-nominated Councillors, and two shall be nominated by the Nominating Committee.
SECTION 4. Election Process. By June 30 of each year, the chair of the Nominating Committee shall request that TTS and ISN each nominate candidates for their two (2) Council positions whose terms will next expire. The Nominating Committee shall itself propose candidates to be elected to the two remaining Council positions in the class whose terms next expire (that is, those not nominated by TTS or ISN). All such nominations may include any Councillor whose term is coming to an end but who is eligible to serve a consecutive term. The Committee shall seek to ensure that the Board of Councillors is diverse in terms of geography, disciplines and skills. Whenever possible, the Nominating Committee shall submit its list of candidates to the Council at least three months before the expiration of Council terms (that is, no later than September 30), accompanied by brief biographical descriptions of each candidate. The Board shall hold an election by November 15; to be elected a candidate must receive a majority vote by secret ballot of the Board. Should the Board not approve the nomination of any candidate by a majority vote, that candidate’s nomination will be returned to the Nominating Committee or to the Society that originated the nomination, as the case may be, with the request that an alternative candidate be proposed, on whom the Board shall promptly vote in the specified manner.
SECTION 5. Vacancies. Should a vacancy occur on the Board because of death or resignation of a Councillor originally nominated either by TTS or by ISN, the chair of the Nominating Committee shall request that the Society concerned nominate a candidate to serve out the rest of the term. Should a vacancy occur in the Board because of death or resignation of one of the six (6) remaining Councillors, the Nominating Committee shall propose to the Executive Committee a candidate to serve out the rest of the term. Such candidates shall be elected when approved by a secret ballot of the Executive Committee.
SECTION 6. Resignation and Removal. Any Councillor may resign from the Board by giving written notice to either one of the Co-Chairs who shall thereupon inform the other Co-Chair. Upon receipt by a Co-Chair, a resignation shall be effective at the time specified therein. Any Councillor may be removed for cause by a vote of two thirds of the Councillors then in office.
SECTION 7. Meetings. Regular meetings of the Board shall be held at such times and such places as may from time to time be fixed by resolution of the Board. In general, it is anticipated that the Board will meet annually. Special meetings of the Board may be held at any time or place upon the call of the Co-Chairs or of any six Councillors. Notice of meetings shall be given in writing and mailed to each member of the Council not less than 30 days before such meeting. Meetings may be held at any time and place without notice if all members of the Council are present or if those not present shall, before or after the meeting, waive notice thereof. Council may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
SECTION 8. Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a majority of the members of the Board or committee consent thereto in writing following written notice of the proposed action to all members of the Board or committee. All written consents and any dissenting views shall be filed with the minutes of proceedings of the Board or committee as the case may be.
SECTION 9. Quorum. A majority of the Board shall constitute a quorum for the transaction of business.
SECTION 10. Honorary Councillors. Each year the Board may, by motion made and supported by at least two-thirds of those voting, elect one or more DICG members as Honorary Councillors. Such designation, which shall be for a period of one year, renewable without limit, shall be reserved for persons of great distinction in the field and strong commitment to the work of the DICG. Honorary Councillors may participate in meetings of the Board and shall be eligible for any position held by members of the Board.TOP
ARTICLE V: OFFICERS AND SECRETARIAT
SECTION 1. Executive Committee. The DICG Executive Committee shall be composed of no more than nine (9) persons: the two Co-Chairs, up to six (6) Councillors chosen by the Board based on their involvement with DICG committees, task forces, working groups, or other activities, and the Executive Director ex officio. The Executive Committee shall have authority to act on behalf of the DICG between meetings of the Board of Councillors. The Co-Chairs and Executive Director shall regularly inform the Executive Committee about the actions they are taking or have taken, to permit any member of the Committee to request formal review and decision by the whole Committee regarding any such actions.
SECTION 2. Co-Chairs. The Board shall have two Co-Chairs, selected from among its members. A Co-Chair may serve a maximum of two consecutive two-year terms. The Board shall annually select one Co-Chair, so that the terms of the two Co-Chairs expire in alternating years. At all times, one of the Co-Chairs shall be drawn from the group of twelve Councillors nominated by TTS or by ISN; the other Co-Chair may be any member of the Board. The Co-Chairs shall preside over meetings of the DICG and its Executive Committee, shall share the role of chief executive of the DICG, and shall work with the Executive Director to see that the purposes of the DICG are carried out efficiently and as directed by the Board. The Co-Chairs shall jointly perform all duties incident to the office of a president of a corporation, and such other duties as from time to time may be assigned to them by the Board.
SECTION 3. Headquarters. Secretariat. The Board shall arrange for the DICG to have a permanent Headquarters, preferably with one of the sponsoring organizations. All contracts, assignments and other legal documents and records of the DICG shall be safeguarded and maintained at the location of such headquarters. The Co-Chairs shall negotiate with the organization housing the DICG to provide its Secretariat, upon terms and to the extent mutually agreeable.
SECTION 4. Executive Director. The Board shall select from among the members of the DICG an Executive Director who, with support of the Secretariat, shall be responsible for keeping in good order the DICG’s records of its members, meetings, committees, and activities; maintaining financial records, placing monies or other assets of the DICG into appropriate accounts or repositories, and dispersing and accounting for funds; providing reports on finances and other matters to the Co-Chairs and Executive Committee as requested and at least annually to the Board; and seeing that all notices are duly given in accordance with the provisions of law and these bylaws. The Executive Director shall serve as a member of the Board ex officio, with a vote, The Executive Director shall work closely with the Co-Chairs in advancing the mission of the DICG, especially in representing the DICG in its relations with professional, governmental and other organizations.
SECTION 5. Resignation and Removal. Any Officer may resign his or her office by giving written notice to either one of the Co-Chairs who shall thereupon inform the other Co-Chair. Upon receipt by a Co-Chair, a resignation shall be effective at the time specified therein. Any Officer may be removed for cause by a vote of two thirds of the Councillors then in office.
SECTION 6. Compensation. Councillors and elected officers of the DICG shall not receive compensation for their services but may be reimbursed for reasonable expenses under terms and conditions approved by the Board.
ARTICLE VI: COMMITTEES, TASK FORCES AND EMISSARIES
SECTION 1. Nominating Committee. By March 1 of each year, the Board shall appoint a Nominating Committee of at least three and not more than five members who shall include Councillors chosen by TTS and by ISN. After the Committee has been named, the Executive Committee shall designate one of its members as the chair. The Nominating Committee is charged with proposing candidates for the Council when terms expire, or vacancies occur, in any of the of the six (6) Councillor positions not nominated by TTS or ISN.
SECTION 2. Additional Committees. From time to time, the Board (or the Executive Committee acting on behalf of the Board) may appoint task forces, working groups, or other committees of its members on either a standing or ad hoc basis to aid in the execution of its responsibilities and to do such things, to have such powers, and to serve upon such terms as the resolution establishing the committee may provide. The Executive Committee shall appoint one or more Chairs or Co-Chairs of each such body, and the body shall designate a recording secretary from among its members to keep records of its actions and make such reports as the committee is directed to make by the Board.
SECTION 3. Membership. In appointing committees and task forces, the Board shall endeavor to include roughly equal numbers of TTS and ISN members and to ensure diversity in geographic and disciplinary terms. Councillors and members may serve on more than one committee or task force.TOP
ARTICLE VII: EXECUTION OF DOCUMENTS BY THE DICG
SECTION 1. Execution of Cheques, Notes, etc. All cheques and drafts drawn upon the DICG’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorized from time to time by the Board, which may in its discretion authorize any such signature to be facsimile.
SECTION 2. Execution of Contracts, Assignments, etc. Except as otherwise provided in Section 1 of this Article VII, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by both Co-Chairs, provided, however, that the Board in its discretion may authorize one or more other Officers or specific persons to sign contracts, documents or other instruments for specific purposes from time to time.TOP
ARTICLE VIII: WAIVERS OF NOTICE
Whenever any notice is required to be given by law, or under the provisions of these bylaws, such notice may be waived in a writing signed by the person or persons entitled to such notice, or by his or her attorney or attorneys thereunto authorized, whether before or after the event or action to which such notice relates.TOP
ARTICLE IX: FISCAL YEAR
The fiscal year of the DICG shall end on such date as the Board may by resolution specify, and the Council may by resolution change such date for future years at any time or from time to time.TOP
ARTICLE X: AMENDMENTS
SECTION 1. Amendments. A majority of not less than two-thirds of the Councillors participating in an electronic ballot held on thirty days’ notice or not less than two-thirds of all those Councillors present in person or telephonically at a Board Meeting at which the agenda, distributed at least thirty days in advance, contained notice of the proposed amendment, may alter, amend or repeal these bylaws and adopt new bylaws. An amendment must be proposed in writing to the Co-Chairs who shall distribute the proposed amendment to the Board within one month and schedule a meeting or electronic ballot to act on the amendment within six months. The person(s) proposing the amendment shall submit a reasonably short statement setting forward the substance of, and the reasons for, the proposed change; the Executive Committee may also include its views and recommendation regarding the amendment in the material distributed to the Councillors with the notice of the Meeting at which any such amendment is to be considered or voted upon. To become effective, an amendment so adopted must be ratified to the extent required by TTS and ISN, as indicated by the signature of the DICG Co-Chairs thereupon.
SECTION 2. Dissolution. The DICG is intended to remain in being until the objectives set forth in Article II above have been achieved. A resolution to declare that this point has been reached and to dissolve the DICG shall require the same process as an amendment of the bylaws, as set forth in Section 1 above. Upon dissolution of the DICG, all of its assets, liabilities and records shall be assumed and taken charge by TTS and ISN in equal share or as agreed between the two organizations.
Dated: March 2, 2010
(effective upon approval of the Memorandum of Understanding)
Amended: March 27, 2014