ISA Constitution

Art 1. The Society shall be constituted and named the International Society of Amyloidosis (ISA).

Art 2. The registered office of the Society shall be at Rochester, MN, USA.

Art 3. The aims of the Society are to promote research, education, clinical studies (including diagnosis and treatment), conferences and symposia on all aspects of amyloidosis worldwide.

Art 4. The Society is a non-profit society.

Art 5. The Society will consist of active, limited and emeritus members as defined by the Membership Committee.

Art 6. Any person who is or has been engaged in research, teaching, or practice in connection with amyloid(osis) or with any allied science is eligible for election as an active member.

Art 7. Any person who is under training (Ph.D. students, M.D. clinical or research) may apply for limited membership for up to five (5) years. Limited members shall pay reduced membership and meeting registration fees. Training status shall be confirmed by the supervisor or mentor in the academic of hospital setting.

Art 8. Active members, on retiring from full-time status, may be granted emeritus membership.

Board

Art 9. The Society shall hold a scientific symposium periodically, open to members and attendees. During the meeting, there will be a business meeting, when members will elect a Board to consist of the following Officers for a term to last until the next periodic meeting:

  • President
  • Vice-President, who is also the President-Elect
  • Secretary
  • Treasurer

and three members of the society, each serving until the next periodic meeting.

Additional members of the Board are:

  • The Chairman of the Society's Nomenclature Committee
  • The Editor-in-Chief of the Society's Journal AMYLOID
  • A Representative of each affiliated Amyloid(osis) Society and Immediate past President of the Society

The Business of the Society shall be conducted by the Board.

Art 10. The Secretary shall keep minutes of the proceedings of the Society's meetings and of the meetings of the Board, and at the business meeting shall report on the work done by the Society during the previous period.

Art 11. The Treasurer shall collect the dues of members. The Treasurer shall pay accounts due by the Society and shall report the financial state of the Society at the periodic meeting. The Treasurer will also prepare a report following the end of each financial year (December 31).

Art 12. The President – or in his/her absence the Vice-President – shall be the legal representative of the Society to third parties and at law. He/she shall preside over all meetings of the Board.

Art 13. A quorum consists of the majority of the Board being present. Substitutes for Board members unable to attend the meeting are not permitted. However, the President may invite a non-voting substitute to attend for a specific item.

Motions shall be passed by a simple majority vote of those present, the President having the deciding vote in the event of a tie.

Art 14. All members of the Board are eligible for re-election. There is a limit of two consecutive terms. Names of members to serve on the Board may be proposed by any member of the Society who has obtained the written consent of the nominee; such nominations should be sent to the Secretary at least three months before the election.

Art 15. The President, Vice President, Secretary, Treasurer, immediate past President, Chairman of the Nomenclature Committee, and Editor-in-Chief will form an Executive Committee that will confer at least once annually. The Executive Committee under the President will deliberate on policy issues, establish the policy whereby the next meeting of the Society will be held and who the Organizer will be, establish policy for election of new members to the Board, and make other pertinent recommendations.

Art 16. The Board shall discuss the accounts and balance sheets, the policies and general directives of the Society, nominations for the Board, changes in the statutes and rules of the Society, and anything else to be discussed as required by law or statute. A motion altering the statutes/rules is agreed on when two-thirds of the members of the Society vote in favor. The corresponding changes in statutes/rules must be included in the distribution of the ballot two months prior to the meeting.

Art 17. The names of the existing Board and of the retiring members, shall be provided in the ballot.

Art 18. The members of the Society shall, from the names submitted to it, select by ballot members to fill the vacant places. Election will be a majority of votes. Two members will be asked by the President to form an Election Committee. In the case of any incidental vacancy, occurring between Society meetings among the Officers of the Board, such a vacancy will be filled on the recommendations of the Executive Committee until the next general election.

Committees

Art 19. The Nomenclature Committee of the ISA will define guidelines in order to establish the chemical designation of all amyloid fibril proteins and compounds involved, taking protein nature, tissue origin, organ system or pathological condition with which it is associated into account.

Art 20. The Nomenclature Committee will report to the Board of the ISA and publish their suggestions in the Society's Journal.

Art 21. The Nomenclature Committee shall consist of members chosen by the Board in conjunction with the Chairman of the Nomenclature Committee.

Art 22. Additional Committees on specific subjects can be installed on request by the Board.

Membership

Art 23. Any person wishing to become a member of the Society may submit to the Membership Committee an application co-signed by a current active member of the Society as a sponsor.

Art 24. Membership shall be limited to those who, on being admitted, have paid the Society fee.

Art 25. If at any time a member of the Board shall be of the opinion that the interests of the Society require the expulsion of a Society member, he/she shall submit the question to the Board at which, if two-thirds of the Board members present vote by ballot for the expulsion of the Society member in question, his or her dues for the current year shall (if already paid) be returned to him or her, and he or she shall thereupon cease to be a member of the Society.

Art 26. Society members, upon retirement, may be granted Emeritus Membership. Such members will no longer pay the annual dues, and may attend Society meetings by paying the member's registration fee. However, Emeritus members wishing to receive the Journal will be required to pay the members' subscription fee.

Art 27. Membership expires:

  • Upon the death of a member
  • After resignation via a written statement to the Executive Board taking effect from the beginning of the following calendar year
  • After expulsion
  • After non-payment of dues for two consecutive years. The member may be reinstated
  • after payment of all dues that are in arrears.

Art 28. All members shall pay annual dues to be determined by the Board and approved at every business meeting of the Society.

Art 29. The dues are payable in advance and become due on the receipt of the annual billing advice.

Finance

Art 30. Society revenues shall come from:

  • Membership fees
  • Possible grants, gifts, or legacies
  • Any other source of contribution towards the work of the Society.

Art 31. All members are annually due to pay a membership fee.

Art 32. The funds going to the Society will be expended primarily to defray the costs of the International Symposium of the ISA.

Art 33. Part of the fund may be reserved to support young investigators for travel expenses with respect to their attending an ISA Meeting.

Meetings

Art 34. The Society's Scientific Symposium will be held periodically in different locations in the world.

Art 35. Such meetings will be organized by a Symposium Organizer from the host country together with a local Committee. The Symposium Organizer is appointed by the Board and is responsible to the Board for the scientific program and financial arrangements of the relevant meeting.

Art 36. A register of the members and non-members present at each meeting of the Society shall be provided to the Board through the Secretary, by the organizing Committee and shall be provided by the Secretary to subsequent Symposium Organizers.

Art 37. The Board of the ISA is authorized to support in terms of finance the organization of a meeting based on the estimates of revenues and expenditures as presented by the local Organizing Committee.

Art 38. After the Meeting the Symposium Organizer shall prepare a statement of income and expenditure to be presented to the Board through the Treasurer. The Symposium Organizer is responsible for the financial obligations of the symposium.

Art 39. The Board may raise before any meeting any matters of business which they consider requires the attention of the Society.

Journal

Art 40. The official Journal of the ISA shall be named "AMYLOID - THE JOURNAL OF PROTEIN FOLDING DISORDERS.”

Art 41. The Editor-in-Chief for the Journal of the Society shall be appointed by the Board with the approval of Taylor and Francis for a period of five years and shall be eligible for re-appointment. The Editor-in-Chief of the Journal shall be a member of the Board. Such Editor shall have the power to recruit Associate Editors and an Editorial Board without further reference to the Society but shall inform the Board of the fact. Associate Editors shall serve for five years at the discretion of the Editor and shall be eligible for reappointment. The Editorial Board members shall serve one year terms, renewable at the discretion of the Editor-in-Chief.

Art 42. The Editor-in-Chief shall be responsible to the Board for the conduct of the Journal.

Art 43. Subscriptions at a personal rate are also available to individual non-members of the ISA at the full (i.e., non-library) rate.

Affiliated Societies

Art 44. National organized Societies of Amyloidosis should preferably be affiliated to the International Society of Amyloidosis.

Art. 45. Affiliated Societies as such do have the rights to have their own statutes and/or articles of association.

Art 46. In case those societies do want to be affiliated to the ISA they must subscribe to the constitution and rules of the ISA.

Art 47. The affiliation of a Society has to be agreed upon by the Board of the ISA.

Art 48. Individual members of affiliated societies are encouraged to apply for the membership of the ISA.

Alteration Of Rules

Art 49. Members of the Society may propose changes of the Constitution and the Rules to the Board. If the proposed changes are approved by a two-thirds majority of the Board, they will be submitted to the next-coming business meeting of the Society for approval by a two-thirds majority.

Bylaws Committee: Giovanni Palladini, Gunilla Westermark, Angela Dispensieri (ex officio), Jean Sipe (Chair)

Revised 12/29/17 ISA Board; approved by constituents 3/29/2018


Bylaws Of ISA

Section 1 – Purpose

The aims and purposes of this corporation are to promote research, education, clinical studies (including diagnosis and treatment), conferences and symposia on all aspects of amyloidosis worldwide.

Section 2 – Membership

(A) Active Membership

Any person who is, or has been, engaged in research, teaching or practice in connection with amyloidosis or with sciences allied therewith is eligible for election as an active member. Active membership may be granted to an individual on application to the Membership Committee, with sponsorship by an active member, and payment of dues. Any member may submit to the Membership Committee or the Board of Directors (hereinafter “Board”) the name and address of any qualified person who wishes to become a member. Membership is contingent on payment of the initiation fee (if any), and the current dues and assessments (if any) established by the Board. Active members have the right to attend meetings, to hold office, to sponsor candidates for office and to serve on committees.

Any person denied membership may appeal to the Board in writing but only if given permission by the Board may such person appear before the Board in person to appeal such denial. The Board’s decision shall be final.

(B) Limited Membership

Any person who is under training (Ph.D. students, M.D. clinical or research) may apply for limited membership for up to five (5) years. Limited members shall pay reduced membership and meeting registration fees. Training status shall be confirmed by the supervisor or mentor in the academic of hospital setting.

(C) Emeritus Membership

After retirement, an active member, on application to the Membership Committee, may be granted emeritus status. Emeritus members shall not be required to pay dues or assessments. They may attend Society functions, but must pay registration fees. Emeritus members who wish to receive the Society journal or other Society publications must pay subscription fee(s) therefore. Emeritus members may not vote or hold office, but may speak at meetings and serve on committees.

(D) Termination of Membership

(1) Expiration

Membership expires

  1. Upon death of the member.
  2. After resignation via a written request to the Board, which will take effect at the beginning of the following calendar year.
  3. After nonpayment of dues for two consecutive years. The member may be reinstated after payment of all dues which are in arrears.
  4. After expulsion.

(2) Expulsion

Membership in this Society shall be deemed a privilege. If at any time a member of the Board is of the opinion that the interests of the Society require the expulsion of a Society member, he/she may submit the issue to the Board. Voting on such an issue shall be by secret ballot. If two-thirds of the Board members present and voting vote for expulsion of the member, he/she thereupon shall cease to be a member. Prior to the consideration of such an issue the member shall be entitled to attend the portion of the meeting at which this issue is to be considered and shall be allowed to speak on said issue for a reasonable amount of time as determined at the discretion of the person chairing the meeting. The Board’s action shall be final.

Section 3 – Dues and Assessments

Active members must pay dues and assessments, if any, as set by the Board.

Section 4 – Fees

Both active and emeritus members shall be required to pay registration fees for attendance at Society functions. Reduced membership and registration fees are available for limited members.

Section 5 – Meetings of Members

(A) Except as otherwise set by the Board, the Society shall hold a scientific meeting periodically (periodic meeting) in different locations in the world.

(B) Members in good standing may apply for the site and workshop organizer of the next periodic meeting. Such periodic meetings are to be planned and carried out by a symposium organizer appointed by the Board or the Executive Committee. Decisions about who subsequent workshop organizers will be made 3-4 years prior to said workshop. Said organizer shall be from the country selected by the Executive Committee in which the meeting is to be held.

(C) The organizer shall be responsible for the scientific program, but this program should be approved by the Executive Committee at least 9 months prior to the meeting.

(D) An agreement between the Board and the organizer should be approved before the meeting and this contract would state that the organizer is to be responsible for any financial loss and that any profit should be split 50%/50% between the Society and the organizer. The organizer shall appoint a local host committee which shall be in charge of, and responsible for, all physical and financial arrangements for said meeting.

(E) The Board is authorized to provide financial support and/or agree to provide such support for said meetings and to do so a reasonable period in advance of said meetings. The organizer shall provide detailed information concerning said meetings, estimates of anticipated costs therefore, and proposed fees to be charged to members and others for attendance. The Board shall review all of said data, indicate its approval and/or recommendations for changes, and indicate the financial support it offers.

(F) A register of the members and non-members present at each meeting of the Society shall be provided to the Board through the Secretary, by the organizing Committee and shall be provided by the Secretary to subsequent Symposium Organizers. After the Periodic Meeting the Symposium Organizer shall prepare a statement of income and expenditure to be presented to the Board through the Treasurer.

(G) The members shall be notified of periodic meetings no later than three months prior to said meetings. Said notice shall include the names of Board members and any office subject to election by electronic ballot two months prior to the periodic meeting.

Section 6 – Board of Directors

(A) Membership

The Board of Directors shall consist of the following individuals:

  • The President
  • The Vice President
  • The Secretary
  • The Treasurer
  • The Chairperson of the Society’s Nomenclature Committee
  • The Editor-in-Chief of the Society’s journal Amyloid — The Journal of Protein Folding Disorders (hereinafter “The Journal”).
  • A representative of each affiliated Amyloid(osis) Society
  • The immediate past president of the Society
  • Three other active members.

(B) Affiliated Societies

National organizations of amyloidosis may, on approval of the Board, be considered to be affiliates of the Society. Such organizations may have their own organizational structure and governing rules not inconsistent with these bylaws or governing matters adopted by the Board, and they must subscribe to these bylaws. Individual members of affiliated organizations may apply for membership in this Society. Such members shall have all the benefits, privileges and obligations of membership in this Society.

(C) Duties and responsibilities of the Board.

Except as otherwise set forth in these bylaws, all business of the Society, and responsibility therefore, shall be conducted by the Board. Such activities of the Board shall include, but not be limited to, the discussion of accounts, policies, and general directives of the Society, nominations for Board and officer positions, proposed changes to the Society’s Articles of Incorporation and Bylaws and other matters affecting the Society.

Section 7 – Elections and Terms of Officers and Other Members of The Board

(A) Nominations

Unless it selects another committee to do so, the Board shall serve as a nominating committee. A request for nominations will be sent to members in good standing at least 3 months before the periodic meeting. Based on this and nominations proposed by the Nominating committee itself, an electronic ballot for all positions to be filled will be constructed. The Nominating Committee’s report (ballot) shall be sent to the members at least two months before the periodic meeting.

All members of the Board, except the immediate past president, who are subject to election, are eligible for reelection for a maximum of two consecutive full terms. In addition to those individuals nominated by the Nominating Committee, any member of the Society, who has obtained the written consent of the nominee, may nominate any member to an appropriate category of Board membership. Any such nominations must be sent to the secretary at least three months prior to the business meeting at the next periodic meeting.

(B) Elections

During the course of the periodic meeting of members, at least one business meeting shall be held during which results of the ISA election shall be reported. Election shall be by electronic ballot distributed by the Secretary to all members two months prior to the periodic meeting. The electronic ballots may be submitted to the Secretary up until 1 day prior to the business meeting. Elections shall be by majority vote of those voting unless more than two candidates are nominated, in which case election shall be by a plurality of those voting.

Section 8 – Terms of Office

Except as otherwise provided in these Bylaws, all members of the Board shall be elected to terms commencing at the conclusion of the periodic meeting of members at which they are elected and expiring at the conclusion of the next such periodic meeting.

Section 9 – Meetings of the Board, Notice and Quorum

(A) Meetings of the Board shall be called by the president with the approval of the Executive Committee or at the request of at least five (5) Board members. Notice of any such special meeting shall be given at least fourteen (14) days prior thereto by sending written notice by mail, telegraphic, or electronic means, or delivered personally to each director at the address shown on the records of the Society.

(B) Quorum

A majority of the Board or Executive Committee is necessary to constitute a quorum for opening a meeting and for the transaction of business.

Any Board member or member of the Executive Committee may participate in a meeting by telephonic means where all participants can be heard by all other participants. Any person so participating in the meeting shall be counted towards a quorum.

(C) Board or Executive Committee action without a meeting

Any action that could be taken at a meeting of the Board or the Executive Committee may be taken without a meeting when authorized in writing signed by all of the members.

(D)Voting

Except as otherwise provided herein, motions shall be passed by a simple majority of those present or otherwise participating in the meeting. The President shall have the deciding vote in the event of a tie.

(E) Indemnification

The Board of Directors may exercise to the full extent of the powers which the Corporation has under Minnesota law, as such law exists from time to time, to indemnify any director, member, committee member, officer, employee, or agent for expenses incurred by reason of the fact that he/she is or was a director, member, officer, employee, or agent of this Corporation or of another corporation which he/she may have served in such capacity at the request of this Corporation. Such expenses shall include attorney’s fees, judgments, fines, amounts paid in settlement and amounts otherwise reasonably incurred. The Board of Directors may make advances against such expenses upon terms decided by it. The Board of Directors may exercise to the full extent of the power which the Corporation has under Minnesota law, as such law exists from time to time, to purchase and maintain insurance against risks above described on behalf of any director, member, officer, employee, or agent.

(F) Compensation and Reimbursement

Officers and directors shall not receive compensation for their services as officers and Directors, but by action of the Board of Directors, expenses of attendance at meetings or for conducting other business of the Corporation may be reimbursed.

Section 10 – Duties of Officers and Executive Committee

(A) President

The president shall be the principal officer of the Society. S/he shall preside over all of the meetings of the Board and meetings of the members. With the permission of the Board or the Executive Committee, the president may sign contracts or enter into business matters on behalf of the Society. Where such contracts or business matters involve a financial obligation of the Society, the treasurer also shall sign such documents. The president may invite persons other than members of the Board to attend Board meetings or portions thereof.

(B) Vice President

The vice president shall carry out the duties of the president in the absence of the president or in cases where the president is unable to so act. The vice president shall succeed to the office of president at conclusion of the next periodic meeting following his service as vice president.

(C) Secretary

The secretary shall keep minutes of the proceedings of members’ meetings, meetings of the Board, and meetings of the Executive Committee. The secretary shall conduct such other duties as specified by these bylaws and as directed by the Board or Executive Committee. The secretary shall distribute the ballot for election of officers of the society, by electronic means, two months prior to the periodic meeting. The procedure for tally of the ballots shall be specified by the Board prior to the periodic meeting.

(D) Treasurer

The treasurer shall collect all amounts due to the Society and pay all financial obligations of the Society as approved by the Board or Executive Committee. The treasurer also shall report on the financial condition of the Society at periodic meetings and as requested by the Board or Executive Committee. He/she also shall prepare a report for the Board annually, following the end of the Society’s financial year. The treasurer also shall sign such documents as authorized by Section 10(A) of these Bylaws.

(E) Editor-in-Chief of the Journal

The Editor-in-Chief for the Journal of the Society shall be appointed by the Board and subject to approval by the publisher, for a period of five years and shall be eligible for reappointment. The Editor-in-Chief of the Journal shall be a member of the Board. Such Editor shall have the power to appoint Associate Editors and an Editorial Board without further reference to the Society and fill vacancies in such positions, but shall inform the Board of such appointments. Associate Editors shall serve for five years and shall be renewable, both at the discretion of the Editor-in-Chief. The Editorial Board members shall be appointed for one year terms, renewable at the discretion of the Editor-in-Chief. The Editor-in-Chief shall be responsible to the Board for the conduct of the Journal.

(F) Executive Committee

There shall be an Executive Committee composed of the president, vice president, secretary, treasurer, immediate past president, chairperson of the Nomenclature Committee and the Editor-in-Chief of the Society’s journal. The Executive Committee shall meet (or confer as authorized by Section 9B and C of these bylaws) at least annually. The Committee shall deliberate policy issues, and, subject to final approval of the Board, establish where and when the next periodic meeting, or any other meetings of the Society, shall be held. They may propose new members for election to the Board to the Executive Committee, appoint the organizer of the next periodic meeting and make other pertinent recommendations to the Board.

Section 11 – Committees

(A) Membership Committee

The Membership Committee shall consist of the Secretary and two additional members appointed by the President, subject to the approval of the Board. The appointed Committee members shall serve for terms of up to three years and are eligible for reappointment. The Membership Committee shall establish categories of Membership (Active, Limited, Emeritus and others as needed), publish Membership Application Forms on the ISA Web Page and approve applications for membership.

(B) Nomenclature Committee

There shall be a Nomenclature Committee. This committee shall define guidelines in order to establish the chemical designation of all amyloid fibril proteins and compounds involved, taking protein nature, tissue origin, organ system or pathological condition with which it is associated into account. The committee may meet in person or by other methods of communication as deemed appropriate. It shall report to the Board periodically and publish their determinations and suggestions in the Society’s journal which will be made available on the journals web page. The chairperson of the Nomenclature Committee shall be appointed by the Board. Other members of this committee shall be appointed by the Board, taking into account recommendations of the chairperson.

(C) Finance Committee

The Finance Committee shall consist of the Treasurer as Chair, the President, the immediate past president, and one (1) additional member appointed by the President. This Committee shall formulate all investment policies of the Corporation, subject to the approval of the Board.

This Committee shall insure that the Treasurer implements approved policies with regard to the management, supervision, and control of all financial affairs of the Corporation.

This Committee shall meet periodically, as well as at the request of the Chair of the Board to review the financial affairs of the Corporation, and shall submit a report to the Board.

Members of this Committee shall serve three terms of up to three (3) years each and are eligible for reappointment to one additional consecutive term.

(D) Audit Committee

The Audit Committee shall consist of the Vice President as Chair, and two (2) members of the Corporation who are not officers. One (1) member shall be appointed by the Board, and one (1) shall be elected by majority vote at the periodic meeting, after nominations from the floor. No member of the Audit Committee may be a member of the Finance Committee. The elected member and the appointed member shall serve for terms of three (3) years. This Committee shall be responsible for a periodic audit of the Corporation; and it shall submit a report to the Board and the membership. Subject to the approval of the Board, the Audit Committee may retain the services of a certified public accounting firm to conduct an annual audit of the Corporation’s financial affairs.

(E) Bylaws Committee

There shall be a Bylaws Committee consisting of three (3) members appointed by the President with the approval of the Board. The President shall designate one (1) of the members as the Chair. The appointed committee members shall serve terms of up to two (2) years, but any member may be reappointed. The Bylaws Committee shall review all proposed amendments submitted by the membership and shall make written recommendations to the Board. The Bylaws Committee also may initiate proposals to amend the Article of Incorporation or the Bylaws of the Corporation and shall review the bylaws at least once every two (2) years for appropriate changes.

(F) Website Committee

There shall be a Website Committee consisting of a minimum of 4 members but as many as 8 members appointed by the President with the approval of the Board. In addition to the appointed members, the President, the Secretary, and the Treasurer will all be members of the Committee. The President shall appoint one of the members to serve as Webmaster. The appointed committee members shall serve terms of up to two (2) years, but any member may be reappointed.

(G) Scientific Committee

The Executive Committee will serve as the Scientific Committee of the Society to work in coordination with the local organizing committee of the periodice meeting to ensure balance and transparency in development of the scientific program.

(F) Appointments of Ad Hoc Committees

The Board may create such additional ad hoc committees as it deems appropriate and appoint the chairperson and membership thereof for terms specified by the Board.

Section 12 – Vacancies

Vacancies in the Board, or any other positions appointed by the Board between periodic meetings of members, shall be filled by the Board for the balance of any such terms.

Section 13 – Bank Accounts, Contracts, Agreements, Execution of Documents, and Corporate Borrowing

Section 13.1 Contracts and Agreements

Unless otherwise provided in these Bylaws, all contracts and agreements must be approved by the Board of Directors.

Section 13.2 Bank Accounts and Signatures

The Board of Directors shall by resolution authorize appropriate individuals to open corporate bank accounts and to execute checks, drafts, and other orders for the payment of amounts owed by the Corporation.

Section 13.3 Execution of Documents

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 13.4 Corporate Borrowing

This Corporation shall borrow money only if authorized by a three-fourths (3/4) vote of the Directors present and voting at a meeting following proper meeting notice, which must include notice of the proposal.

Section 14 – Rules of Order

In the absence of any provision in these Bylaws, all meetings of the Corporation, the Board of Directors, and duly appointed committees, unless inconsistent with the Articles of Incorporation or these Bylaws, shall be governed by the most current edition of Robert’s “Rules of Order” or other standard rules of order approved by the Board of Directors.

Section 15 – Procedure For Amendments

Proposed amendments to these Bylaws must be submitted in writing by the Board of Directors or by five (5) members to the Secretary not less than ninety (90) days prior to the next periodic meeting of members for review and recommendation. The proposed amendments shall be referred to the Bylaws Committee for review and recommendations. Amendments to these Bylaws require the affirmative vote of two-thirds (2/3) of ISA members. At least two (2) months prior to the periodic meeting, a copy of the proposed amendments shall be sent to each member together with the Nominating Committee’s ballot for election of officers. Votes upon the amendments may be returned to the Secretary up until one week before the ISA business meeting. The recommendations of the Bylaws committee shall be read at the membership business meeting and the results of voting announced. The Articles of Incorporation of the Association may be amended by the Board of Directors in the manner provided by Minnesota statutes.

Section 16 – Amendments Necessitated By Legal Developments

Any change in the corporate or tax status of the Corporation caused by any modification, repeal, or amendment of any currently existing tax or corporate legislation whether Federal, State, or local, or the adoption, imposition, or implementation of any statute, ordinance, rule, or administrative or judicial decision or decree which the Board determines requires immediate amendment to the Bylaws or Articles of Incorporation shall, notwithstanding the preceding section, empower the Board of Directors by a two-thirds (2/3) vote to amend the Articles of Incorporation or these Bylaws in any respect it deems necessary to insure corporate compliance with the change or changes in the law without any prior approval of the voting membership. Notice of the meeting and of the proposed amendment shall be given.

Bylaws Committee: Giovanni Palladini, Gunilla Westermark, Angela Dispensieri (ex officio), Jean Sipe (Chair

Draft 12/29/17 ISA Board; approved by constituents 3/29/2018