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Home arrow Society Matters arrow Articles of Association

ORGANIZATION OF THE SOCIETY

Note: For the purpose of the following sections, members of the Society shall be defined as those members who have paid their dues for the current year, and/or the previous year, plus honorary members and those members for whom the Executive Committee has decided to waive dues.

1.The Executive Committee.

There shall be an Executive Committee responsible for the affairs of the Society. The Executive Committee shall consist of the following officers: a President, a President Elect , an immediate Past-President, and a Secretary-Treasurer. The President, President-Elect and immediate Past-President will serve three years terms without salary.

2.The President-Elect.

The President–Elect shall succeed the President at the end of his or her three year term. Nominations for the office of President-Elect shall be sought from the membership a minimum of one year prior to the expiry of the term of office of the current President. The Newsletter shall be the only vehicle for such invitations. Nominations for President-Elect may be proposed by any member and must be sent to the Secretary/Treasurer and must be supported in writing by at least 5 current members of the Society. Election will be by secret mail ballot to all current members , and the candidate who receives the greatest number of supporting votes from the members who participated in the election will be elected to office. Should the President-Elect be unable or unwilling to succeed the President, his or her term of office will be considered ended with immediate effect and the runner up with the second highest total of votes shall be invited to accept the post. In the event that an alternative cannot be found via this mechanism, then a fresh call for nominations shall be made, and a secret ballot organized as specified above. The role of the President-Elect shall also be to deputize for the President, and to assume the office of President should the President be incapacitated, resign his or her office or be unable to continue to serve for any other reason.

3.The Secretary/Treasurer

The Secretary/Treasurer shall be appointed by the Board of Directors, for a term of three years. He or she shall be eligible for re-election for a maximum of three terms. The remuneration for the Secretary/Treasurer shall be determined by the Board of Directors, on recommendation from the President. The remuneration shall run for the whole of the current term of office at the same rate.

4.The Board of Directors

There shall be a Board of Directors of 15 members each serving for terms of four years. The members of the Board and the Executive Committee must all be scientists with demonstrated expertise in the role of fatty acids and lipids in biological processes and nutrition (this restriction does not apply to the representatives from the Committee of Corporations). Board members to replace those whose term of office is to expire must be elected by a secret postal ballot of all members, to be conducted by the Secretary/Treasurer. A call for nominations shall be issued by the Executive Committee at least one year in advance of the expiry of the term of office, by a notice to appear in the Newsletter. Nominations must be supported by at least 3 current members. The function of the Board shall be to determine policy for the Society. It shall be empowered to replace members of the Executive Committee, if by a four-fifths vote of all current Board Members, they deem that an Executive Committee Officer is not fulfilling his/her role in the Society because of illness or other cause. The President shall set the date of the biennial meeting of the Board and shall preside at that meeting. Members of the Executive Committee shall serve also on the Board of Directors during the terms of their office. They shall be voting members on all issues except in the replacement of one of the Executive Committee.

At the Kansas City meeting of the Board in May 2008, the following paragraphs were approved for addition to clause 4:

    Should a Board member be unable to complete his or her term of office, the vacancy shall be filled by invitation to the runner-up candidate with the highest number of votes from most recent Board election. Should he or she be unable or unwilling to accept the invitation, the invitation shall pass to runner-up candidate with the next highest number of votes, and so on. A Board member appointed by this means shall have full powers of a Director, until the end of the time period of the Board term of office of the Director whom he or she replaced. A Board member so appointed shall be eligible to stand for office in his or her own right at the next available opportunity.

    After serving for two full consecutive four year terms of office, a Board Director shall not be eligible to stand for election for a further term of office as a Board Director until a period of at least four years has elapsed since the expiry of the most recent term of office. Election to office on the Executive Committee shall invalidate this prohibition, until the member ceases to be an Executive officer. 

5.The Committee of Corporations

There shall be a Committee of Corporations made up of one representative from each of those companies that have provided support to ISSFAL central funds for the current year, or the previous year. There shall be two voting members selected from the Committee of Corporations who will sit on the Board as full voting members. The Secretary/Treasurer shall conduct a secret ballot among such representatives when necessary to elect the two Board members.

6. Changes in the Organization of the Society.

Changes in the Organization of the Society may be proposed by any member, and must be approved by a meeting of the Board of Directors. Quorum for all Board meetings shall be 51% of all current Board members. At least one months notice of the proposed changes must be given in writing or by e-mail to all current members of the Board of Directors. Voting shall be by two-thirds majority of those present at a duly convened meeting and entitled to vote. The changes shall be published in the Newsletter and on the website of the Society.

Membership in the Society shall be voluntary and all who are interested in the Aims of the Society are invited to join. Annual dues will be assessed to all members of the Society upon recommendation from the Secretary – Treasurer and approval by the Executive Committee.

This amended Organizational Structure was adopted by the Board at its May 2002 meeting in Montreal.



 
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