By-laws of the International Union Against Tuberculosis and Lung Disease




	Constitution and By-Laws

	- Constitution

	- By-Laws

By-laws of the International Union
Against Tuberculosis and Lung Disease

Article 1 : Financial conditions

I Contributions
The contributions paid by members of the Association to ensure its operation are fixed by the General Assembly and according to the category of the members in question.

The annual contributions are fixed as follows :
1 Constituent Members

The contributions of Constituent Members are set according to a sliding scale in which a given number of quota-points are allocated to each Constituent Member by the Board of Directors. The contribution of a Constituent Member in a given year is calculated by multiplying the number of quota-points allocated to them, by the value of one quota point, as set by the General Assembly and according to proposals made by the Board of Directors in each financial period under consideration.

The annual contribution of Constituent Members is calculated and paid in the currency of the country in which the Association‚s headquarters are located.

At least half of the annual contribution of each Constituent Member must be paid to the Association before the end of the first quarter of each year, and total payment must be made before the end of the third quarter of each year.

Constituent Members have a responsibility to provide financial support for core activities of the Association.

2 Organisational Members
The level of the annual contributions paid by Organisational Members is set each year by the General Assembly according to proposals made by the Board of Directors.

3 Individual Members
The level of the annual contributions paid by Individual Members is set by the General Assembly according to proposals for each financial period made by the Board of Directors.

4 Benefactor Members
The Benefactor Members undertake to pay higher contributions than the amounts determined by the General Assembly and according to proposals made by the Board of Directors.

5 Honorary Members and Medallists

Honorary Members and recipients of the Union Medal are exempt from paying annual contributions.

A call for contributions is made annually, on the basis laid down by the General Assembly, and contributions are due following the call for funds.

For new members, the contribution for the total amount of the calendar year shall be due immediately following their acceptance.

All paid contributions become the definitive property of the Association.

Members leaving the Association, for whatsoever reason, shall have no claim on any part of the Association‚s assets.

II Reserve funds
Reserve funds, including the surplus of annual income over annual expenses, may be constituted by a simple decision taken by the Board of Directors.
Such funds shall be employed for the general activities of the Association.
The sums making up such funds may equally be invested in transferable securities, registered in the name of the Association, on the decision of the Board of Directors.

Article 2 : Approval of new members

As stipulated in Article 3 of the Constitution, all new members of the Association must first receive approval from the Board of Directors, whatever the category of the member.

Proposals for such approval shall be submitted to the Communications, Membership and Fund Raising Committee, which studies all such requests and issues a consultative opinion.

At each of its meetings the Board of Directors decides on the requests for admission that have been put forward.

The Board of Directors shall delegate to one of its members, or to a Committee, the power to approve new members, with all due reserves for their subsequent approval being accorded at the next meeting.

Article 3 : Resignation, dismissal,

winding up of a companyor demise of a member

1 Resignation

All resignations of Constituent and Organizational members must be addressed to the President of the Association by registered letter with acknowledgement of receipt. A resignation shall require neither explanation by the resigning member, nor confirmation from the Board of Directors.

The resignation shall become effective immediately on reception of the registered letter by the President of the Association and shall automatically and immediately result in the loss of membership of the Association. No reimbursement of membership contributions will be granted.

2 Dismissal

As stated in Article 4 of the Constitution, the Board of Directors may decide upon the dismissal of a member, either for the non-payment of contributions or for any other serious motive. Any request for the dismissal of a member must be justified and be supported by a simple majority of the members of the Board of Directors.

The following constitute serious motives:
  · Non observation of the Constitution or Bye-Laws.
  · Any action likely to directly or indirectly prejudice the moral or financial aspects
    of the Association's activities or damage its reputation.
  · Penal conviction for a crime or offence.

In all cases, an individual must be allowed to present a defence by mail, prior to dismissal from membership. After presentation, the Board of Directors shall make a decision by a majority vote.

3 Demise
In the case of the demise of a member of the Association, as in the case of the winding up of a company, the successors, beneficiaries or assignees of such assets of the said persons or companies may not presume to whatsoever form of continuance in the Association, other than being personally approved in accordance with the conditions laid down in the Constitution of the Association and its present Bye-Laws.

Article 4: Languages

The official languages of the Association are French, English and Spanish. In case of conflict, the English version shall prevail.

Article 5: General Assembly

I Voting conditions
Only members in good standing may vote (full membership fees paid).

1 Votes among members present
For current business the members present their vote by raising their hands.
However, a secret ballot may be requested by a majority of members present.
The election of members to the Board of Directors is carried out by secret ballot.

2 Voting of Individual Members
As stipulated in Article 10 of the Constitution, Individual Members are represented within the General Assembly by the Chairs of the Scientific Sections. Each Individual Member votes during the section meetings that take place prior to the General Assembly, and which are governed by the same Agenda.

3 Voting of Constituent Members and Organisational Members
Constituent Members and Organisational Members must communicate the composition of their delegation as well as the name of the person holding the mandate to vote and where applicable their deputy, to the Secretary General, at least 15 days before each General Assembly.

4 Voting by proxy

As indicated in Article 10 of the Constitution, if a member of the General Assembly cannot be present in person during an Assembly, they may be represented by another mandated to represent them, according to the conditions laid down in the said Article.

Proxy voting forms shall be obligatorily enclosed with the convocations sent to each Association member.

When a proxy voting form is used, it must be duly dated and signed by the member wishing to be represented. Failure to comply with this shall result in the form not being taken into consideration.

If the proxy voting form does not express the voting intention of the individual giving the mandate, the representative designated by name on the proxy form shall be free to approve or disapprove the proposed motions, or to abstain.

The proxy voting forms, duly completed as stated above, must be given to a designated representative who may not participate in the Assembly or in voting unless they are in possession of the proxy, or the proxy voting form must be sent to the Board of Directors prior to the Assembly meeting.

5 Voting by correspondence
Members of the General Assembly have the right to vote by correspondence.
The voting forms should be received by the Secretariat duly dated and signed at least 15 days before the General Assembly.

II Convocations
The Agenda, along with any enclosed documents, shall be sent by the Secretary General to all members one month before the date set for the General Assembly. Any member of the General Assembly of the Association may submit observations, amendments or additional points for the Agenda, up until 15 days before the opening of the General Assembly.

III Observers
Each Member in good standing may assist as an observer in the General Assembly (presentation of The Union membership card required) with the right to speak by prior consent of the President. The President may invite other individuals if needed depending on the agenda.

IV World Conference of the Association
The General Assembly decides upon the location and dates of the Association‚ s world conferences following proposals from the Board of Directors. Where necessary, the General Assembly may modify the location and date initially chosen for a forthcoming world conference.

Article 6: Board of Directors

1 Composition

As stipulated in article 5 of the Constitution, the Board of Directors will be formed by 12 to 15 members. Five to seven Individual Members are elected by the General Assembly from among the Association‚s members following proposals from the Nominating Committee. Such Individual Members shall be selected according to criteria of competence and expertise in relation to the aims and objectives of the Association. It is desirable for each of the
Individual Members of the Board of Directors to be a member of a different country. Particular attention shall be paid to ensure parity between the sexes in the Board of Directors.

Six members representing each Region in the Association shall be elected following proposals put forward by the governing bodies of these Regions and after consultation with the Nominating Committee. The mandate of a regional representative shall automatically end following any resolution to this effect by the regional body concerned.

The past President of the Association is a member of the Board of Directors for a mandate of a maximum of three years. Each time a new President is elected, the past President changes as well.

The Chair of the Coordinating Committee of Scientific Activities, nominated by the President, shall have a seat on the Board of Directors.

During their mandate, the members of the Board of Directors will act and speak in the interests of the Association and not in the interests of their organisation.

2 Length of mandate

As stipulated in Article 5 of the Constitution, each member of the Board of Directors shall be elected for three years. A third of all members of the Board of Directors are replaced each year.

The Chair of the Coordinating Committee of Scientific Activities shall be a member for a three-year period, renewable once.

3 Delegation of power

The Board of Directors may confer permanent or temporary powers on certain of its members; such delegation must necessarily include a definition of the task being delegated, the reach of the conferred powers and their duration.

In the case of a permanent delegation of power, it shall be limited to an initial period of one year.

During each of its annual meetings, the member having the delegated power shall report to the Board of Directors on the various actions carried out in its name. This delegation of power may be extended for an equivalent period or renewed after modifications have been made.

4 Role of the Board of Directors

The Board of Directors possesses and exercises the powers that the General Assembly confers upon it. It also executes the tasks bestowed upon it by the General Assembly.

Any member of the Board of Directors who fails to attend Board of Directors meetings during two consecutive meetings without a valid justification shall cease to belong to the Board of Directors.

Article 7: Board of Directors Bureau

The Board of Directors sets up a Bureau and then confers on it tasks that it determines. The Bureau meets regularly between meetings of the Board.

The members of the Bureau are selected from among the members of the Board of Directors who are currently in office.

According to Article 6 of the Constitution, during its first meeting following the General Assembly the Board of Directors must elect a Bureau composed of a President, a Vice President, a Secretary General and a Treasurer, following proposals from the Nominating Committee.

The elections shall be carried out according to an absolute majority of votes in the first round and a relative majority in the second round. They shall be conducted in secret.

The members of the Bureau cannot represent Constituent Members at the General Assembly. If they have such responsibilities during their election, they shall resign from any such posts involving national representation. During their mandate, they shall only act and speak in the general interests of the Association.

The President

The President presides over Board of Directors meetings and General Assembly meetings. The President‚s functions are defined in Articles 6 and 12 of the Constitution. This person is the President of the Association.

The President may be re-elected annually for a maximum of six years. After accomplishing the work of President, he or she will automatically become, as ex-President, a member of the Board of Directors with voting rights for a period of three years. There is only one seat for a past President

The Vice President

The Vice-President presides over Board of Directors and General Assembly meetings in the absence of the President, and carries out any other function allocated him or her by the Board of Directors and the General Assembly. In the case of the demise or the resignation of the President, the Vice-President shall assume the President‚s functions until the end of the mandate.

The Vice-President may be re-elected each year for a maximum of three years as Vice-President, in accordance with proposals from the Nominating Committee.

The Secretary General
The role of the Secretary General is stipulated in Article 6 of the Constitution. He or she may be re-elected each year for a maximum of three years as Secretary General, in accordance with a proposal from the Nominating Committee.

The Treasurer

The Board of Directors elects the Treasurer on the recommendation of the Nominating Committee. He or she may be re-elected from year to year for a maximum of 9 years.

The Treasurer is required to control the income and expenses of the Association according to the budget and policies approved by the General Assembly.

The Treasurer arranges investment of the Association‚s funds in relation to the policy that may be decided upon from time to time by the Board of Directors. At each meeting of the General Assembly and the Board of Directors, the Treasurer shall report on the financial status of the Association.

The Treasurer is required to transmit the Auditor‚s Report to the Board and the General Assembly.
The Board of Directors shall each year designate one or more persons to whom the Treasurer may delegate his or her powers, as stipulated in Article 6 of the Constitution.

The Bureau of the Board of Directors regularly meets prior to the Board of Directors meeting.

Article 8: Establishment of Committees /

Scientific Sections and Collaborating Centres

As stipulated in Article 8 of the Constitution, at the initiative of the Board of Directors several Committees, either temporary or permanent, may be established with responsibility for precise assignments.

The Board of Directors shall set the length of the function of members of these committees, in relation to their missions and the nature of their work.

The meetings and actions of these Committees are subject to a written report to be made to the President within a period defined during the setting up of each Committee. The President is responsible for communicating the content of such reports to other members of the Board of Directors.

The potential proposals made by these Committees in relation to their mission shall have no binding effect on the Board of Directors. The resolutions of Committees adopted by the Board of Directors shall be communicated to the members of the Association during the ordinary annual General Assembly, within the framework of the reporting on the activities of the Association.

If the Board of Directors judges it to be useful, a General Assembly may be convened especially to study the results of the work of a specific Committee.

To implement the Association‚s programme, several Committees / Commissions shall be established.

Membership of the Committees shall be based on :
- experience and abilities
- geographic and regional representation
- seniority in the Association
- rotation of posts
- parity between the sexes.
All nominees must be members in good standing.

1 Nominating Committee
Objective : To identify members for vacant posts and for honorary members / medallists.
Tasks : To propose :

1) candidates to fill each vacant position on the Board of Directors:
a) individual members (at least two candidates must be proposed for each vacant post)
b) names put forward by the regions
2) candidates for positions on the Bureau
3) nominees for honorary membership and recipients of medals.
All names should be submitted to the Board of Directors, which makes the final decision as to 2) and 3) above.
The names of candidates for posts on the Board of Directors must be sent to the Secretariat of the Association, which shall then transmit them to the Nominating Committee at least two months before the next ordinary annual General Assembly. The Committee‚s nomination has to be sent to all members at least one month before the General Assembly.

Membership :

The committee will be chaired by the past president. Two senior members representing regions will be selected by the Board of Directors and will serve for one year on a rotating basis. These two members shall not be members of the Board.

2 Communications, Membership and Fundraising Committee
Objective : To support the work of the Union.
Tasks : To advise and guide the Board of Directors on strategies:

1) to raise the profile of the Union
2) to increase opportunities for fundraising
3) to increase membership, to recommend policies on fee structure and requirements/ benefits of membership
4) to establish and maintain external relationships with governments and non-governmental organisations.

Membership :

The Chair is appointed by the President of the Association. Two members shall be members of the Board of Directors. Other members will be selected by the President and the Board in consultation with the chair of the committee, to serve a mandate of three years, renewable once.

3 Coordinating Committee of Scientific Activities
Objective : To oversee all scientific activities of the Union.
Tasks : Will be carried out by two sub-groups:

Sub-group 1 :
a) To review scientific activities, projects, national and international courses and studies of the Association as to content, focus quality and ethical principles.
b) To review the applications of Collaborating Centres. Each Collaborating Centre will describe the details of the collaboration project in their application. They can be designated for a certain period of time as a Collaborating Centre after the approval of the Board of Directors, and will have to report back periodically about the outcome of their activities.
c) To nominate the winners of the Scientific Prize and the Public Health Prize at each annual scientific meeting. The final decision will be made by the Board of Directors.
Sub-group 2 :
To co-ordinate the programme of the annual scientific meetings of the Association with the Scientific Section programme secretaries. Regional meeting co-ordination will be overseen by this committee.

Membership : Chair: see article 6. This person will chair both sub-groups.

Membership of sub-group 1 :
In addition to the chair, one member of the Board of Directors shall be a member of the committee. Four other members of the sub-group shall be selected by the President of the Association and the Board of Directors to serve three years, renewable once.
Membership of sub-group 2 :
In addition to the chair, the members shall be composed of one member of the Board as well as the programme secretaries or chairs of the Scientific Sections.

Committees 2 and 3 shall report to the Board at least annually. The tasks, responsibilities and functions of each of these Committees are set from year to year by the President of the Association after consultation with the President of each Committee.

3 Scientific Sections
Immediately on joining the Association each member enrolls in a Scientific Section. The members of a Section elect the President of their Scientific Section for a period of one year, renewable.

4 Ad Hoc Committees
The Board of Directors and/or the President of the Association may set up Ad Hoc Committees from time to time for any special task judged necessary.
The President of the Association names the presidents and members of these said committees. The Ad Hoc Committees must then report to the Board of Directors or President of the Association.
Unless renewed by the Board of Directors, each Ad Hoc Committee shall be dissolved at the Board of Directors meeting following its setting up.
All the Chairs of the Sections/Committees must submit an activity report to the Board of Directors meeting before the General Assembly.

Article 9: Regions

As stipulated in Article 11 of the Constitution, all members of the Association are grouped within geographic sectors known as Regions. These regions must correspond wherever possible to those of the World Health Organization.

The role of the regions is to permit actions and approaches to be suitably adapted to the specific needs of each zone, as well as co-ordinating the actions of members within the corresponding geographic sector.

Each of the Regions is an integral part of the Association. Thus, all members of Regions must first be members of the Association.

An operational charter known as the „Regional Constitution‰ organises the Regions. This must be ratified by the Board of Directors of the Association.

All the Regions must submit an activity report at least once each year before the voting in the General Assembly; this activity report submitted to the Board of Directors shall include an operational and financial report. As soon as the term of the Regional position on the Board expires, the Region submits a nominee for the post to the Nominating Committee.

Article 10: The Secretariat

The Secretariat of the Association is under the authority of the President of the Association, who delegates part of these functions to an Executive Director.

Article 11: The Executive Director / Director of Scientific Activities

The Association employs an Executive Director as stipulated in Article 15 of the Constitution. The Executive Director is authorised to hire and dismiss Association employees in accordance with the budget and general directives given by the Board of Directors.

The Executive Director is responsible for carrying out the programme as defined by the Board of Directors and remains in permanent contact with the President of the Association and the Members of the Bureau.

A Director of Scientific Activities shall be hired by the Executive Director to co-ordinate the scientific activities of the Association.

Article 12: Financial audit

A legal auditor, selected by the Board of Directors, shall verify the accounts of the Association once yearly.

Article 13: Miscellaneous

In the case of any contradictions between arrangements in the Constitution and arrangements in the Bye-Laws, the Constitution shall take precedence.Article 14: Modification or amendment of the Bye-laws

The Bye-laws can be modified or amended and additions can be made based on the decision of the Bureau. These changes will then need ratification by the following General Assembly.

Reproduction of any Union documents for commercial purposes is strictly prohibited.
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