As outlined in the Articles of Incorporation, the name of the organization shall be: International Liver Transplantation Society.

The mission of the International Liver Transplantation Society is to promote and disseminate multidisciplinary scientific advances in liver transplantation worldwide. The Society has therefore established the following goals:

• Promote research and other scientific inquiry into questions that relate to the practice of liver transplantation. Promoting teaching excellence in liver transplantation,
• Advocate for issues, programs or projects that impact favorably on liver transplantation research, teaching, or program development and The Society shall collaborate with existing public and private organizations to promote and encourage education and research in the science and clinical practice of liver transplantation internationally.

A. There shall be four classes of membership: Distinguished, Regular, Non-Physician and Trainee, members.

B. Eligibility requirements: The eligibility requirements for the various classes of membership are as follows:

Distinguished Member: A member who shall have rendered years of faithful service to this Society, or who has made a significant contribution to liver transplantation, shall be eligible to become a distinguished member with a complementary subscription to the society’s principle publication. Distinguished members are elected by the council and do not have the right to vote or hold office.

Regular: A physician or scientist who is engaged in the field of liver transplantation or who is especially interested in liver transplantation. A one year subscription to the society’s principal publication is included. Active members have the right to vote and hold office.

Non-Physician Member: Non-physician 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 active or trainee membership.  Non-physician members have the right to vote but may not hold office.

Trainee Member : A physician, scientist, or health care professional interested in the field of liver transplantation who is in full time training shall become eligible to become a trainee member. No person shall continue as a trainee member upon completion or discontinuance of the member's training. A letter documenting the trainees status must accompany the application and or renewal. One may hold this level of membership for a maximum of 3 years. A one year subscription to the society’s principle publication is included. Trainee members have the right to vote but cannot hold office.

Expulsion: The Council shall have the power to expel any member of the International Liver Transplantation Society for any cause which, in their judgment, shall be deemed sufficient. Such a member may be expelled only after he/she has had notice in writing of the charges preferred against him/her and an opportunity to defend any charges brought against him/her and confront any opposing witnesses in a hearing by the Council to be held thereon. Upon such expulsion, all his/her rights and privileges as such member shall be forfeited and terminated.

An annual member’s business meeting of the Society shall be held during the annual congress. This meeting should be conducted according to Robert's Rules of Order. At the annual member’s business meeting, the Officers and Council-at-Large of the Society shall be elected, and such other business as may properly come before the meeting shall be transacted. The agenda for the annual member’s business meetings shall be determined by the Council.

At any meetings of the members, properly called and announced as required herein, the number of members appearing for said meeting shall constitute the quorum necessary for transaction of the business of the meeting.

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.

An audit of the Society's financial status shall be performed yearly and the results of this audit shall be presented by the Secretary-Treasurer to the membership during the annual member’s business meeting.

The Society’s fiscal year shall be January 1 - December 31.

These by-laws may be amended, repealed or altered in whole or in part in the following manner:

• Any amendment, repeal or alteration of the Bylaws may be proposed to the membership by the council.
• 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 regular members of the society at least (90) days prior to an annual meeting. In either case, a copy of a proposed amendment(s) shall be sent to the last recorded email address of each member at least (30) days prior to the date of the annual meeting. The proposed amendment(s) shall be acted upon by secret ballot to every voting member, notices of which shall contain an announcement of the proposed amendment(s).
• The proposed amendment must receive affirmative votes on two thirds (2/3) of the ballots returned in order for the amendment to be adopted.
• The results of the vote on a proposed amendment will be circulated to the membership via email.
• The Secretary-Treasurer will be responsible for assuring compliance with the above procedures.
• A By-Law may not contradict the Articles of Incorporation.

RULES AND REGULATIONS

Rules and Regulations shall be developed by the Council to clarify and interpret the policy of the Society and will be contained in an accessible document to the entire membership.

Rules and Regulations shall be established by a majority vote of the Council at a regular meeting and may be rescinded or amended by same.

No Rule or Regulation may contradict any Article of Incorporation or By-Laws.

Rules and Regulations shall be reviewed by the Council as needed.

The Executive Officers of the Society shall be the President, President-Elect, the Immediate Past President, and the Secretary-Treasurer.

The Council: shall consist of the President, President-Elect, the Immediate Past President, the Secretary-Treasurer, and six Council members at-large. Only the Council or their appointed successors will have the power to vote. All members of the Council must be members of the Society.

The Council shall meet at least two times a year at a minimum; once during the winter and during the Annual Congress. Presence of a majority of the voting members of the Council will constitute a quorum for the transaction of business.

If at any time any office (other than that of immediate Past President) becomes vacant for any reason (and there is no officer to move up automatically to the vacant position), then a successor to fill the vacant office will be appointed by vote of the existing Council Members.

If the position of immediate Past President becomes vacant, then it should remain unfilled until the current President advances to such position.

President: The president is responsible to pursue the goals of the Society, represents the interests of the Society towards other societies and the general public, and presides at the Council meetings. The president is nominated by the Nominating committee and approved by the Council; The president serves a one year term as president term and a one year term as immediate past president. The president cannot succeed him or herself.

President Elect: The president-elect is chosen from members of the council. The president-elect will be president in case of unavailability of the president. The president-elect is nominated by the Council, and elected by majority vote at the general membership meeting. The term is 1 year.

The Secretary-Treasurer: shall be appointed by the Nominating Committee and must reside in North America . The secretary-treasurer shall serve a three year term. The Secretary-Treasurer shall perform the usual duties of a Secretary-Treasurer, be responsible for maintaining the records of the Society, supervise the activities of the national office and act under the supervision of the Council which shall define his/her various duties.

Immediate Past President: The Immediate Past-President shall preside at the annual Council meeting in the absence of the President, and at all meetings in the absence of both the President and President-Elect. The immediate Past President serves as chair of the nominating committee.

All deliberations of the Society, its Council, and other committees shall be governed by parliamentary procedure as interpreted by the current edition of Robert's Rules of Order, when not in conflict with the Articles of Incorporation and By-Laws of the Society.

The six Council members at-large shall be elected by the nominating committee for a term of four years with terms staggered. Under ordinary circumstances, Council members at-large may not serve two consecutive terms. If for any reason a Council member at-large is unable to complete his/her term of office, a successor will be appointed by the President with the concurrence of the Council to serve until the next Annual Member’s Business Meeting. At that time, a Council member who is elected by the membership will assume the position and serve the remainder of the original Council member's term of office.

Election of the Officers and members of the Council shall be accomplished as follows:  

Election of Officers:
Candidates considered for an officer position (President, President-Elect, and Secretary-Treasurer) will be a current or previous council member. However, candidates for secretary-treasurer must be from North America .

The nominating committee is responsible to review the list of current and past council members for consideration as an officer. Each member of the nominating committee will submit a candidate for the available officer position(s) and discuss via conference call. The nominating committee will propose a minimum of two candidates to the council for a final vote and selection.

Election of Councilors-At-Large:
The nominating committee will solicit the council and scope committee to nominate individuals to serve as councilor-at-large. A council member can submit a maximum of five names for an open councilor-at-large position by the stated deadline. Proposed candidates should be an ILTS member in good standing. However, if a candidate is not a member of ILTS, they must be willing to become one in order to be considered. The nominating committee will conduct a conference call to review the candidates proposed for each slot and recommend a minimum of two individuals for each position to the Council for a vote and final selection. Final approval will take place at the annual member’s business meeting.

COMMITTEES

Committees may be created by these Bylaws or by resolution of the Council or of the general membership, 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.

Standing committees of the society include: Education, Program, Membership, Development and Scope

Each Standing Committee will have no less than three members. One member will be appointed Chairperson by the President and all Committee Members must be members of the Society in good standing and will be appointed by the President or designee.

A Standing Committee Member, including the Chairperson, will serve for three years and can be re-appointed for an additional three years, but may not serve for more than six consecutive years. Each member of the council will be appointed to serve as a member of at least one standing committee.

The Nominations Committee, due to its special charge, shall be unique and not subject to By-Laws or Rules and Regulations relating to Standing Committees, but to the following:

The Nominating Committee’s responsibility is to identify, research, cultivate, and recruit strong new council members. The following procedures provide the framework for identification and selection of council candidates.  

Committee Composition:
President, President-Elect, Secretary Treasurer, Immediate Past President and Immediate Past Journal editor. The Immediate Past President serves as Chair of the committee and the President serves as Co-Chair.

LIAISON TO OTHER PROFESSIONAL GROUPS

Liaison to other professional groups will be established by the President or designee.

There shall be no discrimination on the basis of color, race, religion, creed, national origin, age, gender, sexual orientation, marital status, physical handicap or physical appearance in decisions concerning eligibility for membership, committee assignments or office or concerning any other business or activity of the society.

Article XI Back to Top

CONFLICTS OF INTEREST

No Officer, Council members-at-large, or committee member shall vote on any matter that would involve him/her in a conflict of interest. A vote as to weather an actual conflict of interest exists shall be decided by a majority of votes of the body involved in the matter, but excluding the vote of the individual who has a direct interest in the issue.

Whenever an Officer, Councilor or committee member has cause to believe that a matter to be voted on would involve him/her 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.

Article XII Back to Top

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.

Article XIII Back to Top

The Society, its individual members, and/or its committees may lend consultative support or otherwise contribute to the educational programs of other organizations and institutions at any time. Such support, however, shall not include the lending of the Society's name to that endeavor.

USE OF ILTS NAME AND CO-SPONSORSHIP

The use of the Society's name shall constitute co-sponsorship; this requires (1) prior approval of the Council, and (2) the direct participation of the Program Committee in reviewing and/or planning the content of such a meeting in insuring that it meets the Society's educational standards.