Section 1 – Name: The name of the organization shall be ITEDS: International Thyroid Eye Disease Society. It shall be a nonprofit organization incorporated under the laws of the State of New York.
Section 2 – Purpose: ITEDS is organized exclusively for charitable, scientific and education purposes.
The purpose of this corporation is:
- to support and conduct non-partisan research, education and informational activities to increase public and health-care professional awareness of thyroid eye disease (Graves’ orbitopathy, thyroid-associated orbitopathy).
ARTICLE II – Membership
Section 1 – Eligibility for membership: Application for voting membership shall be open to any medical clinician or academic worldwide involved in the treatment or research of thyroid eye disease and who supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board.
Section 2 – Annual dues: The amount required for annual dues shall be $50 US each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues. Student membership for residents, fellows and graduate students is free.
Section 3 – Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4 – Resignation and termination: Any member may resign by filing a written resignation with the secretary. A member can have their membership terminated by a majority vote of the membership or by not paying annual dues.
Section 5 – Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership. Student members are non-voting.
ARTICLE III – Meetings of Members
Section 1 – Open meetings: A full meeting of the members shall take place at least once every three years, usually in conjunction with the international symposium, the specific date, time, and location of which will be designated by the executive. At this meeting, the members shall receive reports on the activities of the association and provide feedback to the Board concerning the direction of the association for the coming year.
Section 3 – Special meetings: Special meetings may be called by the president, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.
Section 4 – Notice of meetings: Printed notice of each meeting shall be given to each voting member, by e-mail or other means, not less than two weeks prior to the meeting.
Section 5 – Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV – Board of Directors (Steering Committee)
Section 1 – Board role, size and compensation: The board is responsible for overall policy and direction of the association and it delegates responsibility of day-to-day operations to the staff and committees. The board shall have no fewer than 8 members. The board receives no compensation other than reasonable expenses.
Section 2 — The Board of Directors is divided into two sub-Boards:
1) Asia-Pacific division.
2) North and South America, European, and Middle East division
As outlined below, these semi-autonomous boards will host separate teleconference or face to face meetings to address ITEDS issues particularly pertaining to their regions, including regional fund-raising, research or educational endeavours.
Section 3 – Election and Terms: New members will be nominated by the ITEDS Nominations / Elections Committee and voted on by the Board of Directors. All Board members will be invited to serve an initial term of three years after which they can be invited to serve another term, or automatically become a member of the ITEDS Advisory Board (see Article V)
Section 4 – Executive Officers and Duties: The executive shall consist of five officers of the board, consisting of a president, vice-president, treasurer, and two secretaries, one from each of the sub-Boards.
The president shall convene regularly scheduled board meetings and shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, one of the two secretaries, or treasurer.
The vice-president shall chair committees on special subjects as designated by the board.
The two secretaries shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all executive and board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member through the website, and assuring that corporate records are maintained. For regional sub-board meetings, the specific secretary for that region will provide the same function for those meetings and ensure that minutes are posted for all board members.
The treasurer shall make a report at each board meeting. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and open members.
Section 5 – Meetings and notice: An official board meeting requires that each board member have written notice at least two weeks in advance.
A face-to-face annual meeting of the Board of Directors will be organized in conjunction with the Fall ASOPRS and annual AAO meetings each year. If possible, all Board members attending the ASOPRS and AAO meetings should plan to attend the ITEDS Breakfast Board meeting.
Teleconference board or sub-board meetings should be held at least five times throughout the year. Combined board meetings will consist of all members of the Board, and times chosen on a rotational basis to facilitate participation. Some sub-Board conference meetings may be arranged to allow the two sub-Boards divisions to meet independently at times convenient for their membership but using the same agenda. Following these more local meetings the Secretaries of each local board will communicate with each other to combine discussion, Any conflicts that require further resolution will be reconciled by a final meeting of the Secretaries, the President, Vice-President, and Treasurer and these will be communicated to the entire Board as final minutes.
Section 6 – Duties of Board Members:
All board members must participate in at least 50% of the board’s teleconferences or the annual face-to-face meetings. Members unable to meet this commitment will be transferred to the Advisory Board if they have successfully completed one term.
All board members will be given assignments to participate in Society functions, including helping with the ITEDS Web Site, ITEDS Tissue Bank, social media presence, ITEDS Newsletters, ITEDS research studies, organizing skype and face-to-face Board meetings, and participation in ITEDS courses and International Symposia. Those unable to participate in these functions will be transferred to the Advisory Board.
All North American Board members will be expected to participate as a contributing center to the ITEDS Tissue Bank.
Board members may at any time transfer to the Advisory Board if they are no longer able to actively participate in ITEDS board functions.
ARTICLE V – ITEDS Advisory Board
Section 1 –– Board members who have completed one or more three-year terms will be invited to the Advisory Board. Any Board member may request transfer to the Advisory Board any time after successful completion of a full three-year term.
Section 2 – The Advisory Board has no limit on the number of members and no member term limit. Advisory Board members may be asked to participate in specific Society functions, may attend the annual face-to-face Board meetings, and where appropriate may be invited to participate in teleconference Board meetings.
ARTICLE VI – Committees
Section 1 – Committee formation: The board may create committees as needed, such as fundraising, research/scientific, public relations, data collation, liaison etc. The president appoints all committee chairs.
Section 2 – Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.
Section 3 – Finance Committee: At the discretion of the board, a finance committee may be established which includes two other board members. The finance committee is responsible for developing and reviewing fiscal procedures, fundraising plans, maintaining membership lists and dues collection, and reporting the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and the public if requested.
Section 4 — Web Site Committee. Charged with maintaining the web site, updating content for both physicians and patients, and maintaining the membership list.
Section 5 Social Media Committee. Oversees the ITEDS media accounts, develops content, and creates an interactive platform for ITEDS related issues.
Section 6 Research Committee: Would develop new research initiatives, help organize protocols, and help enlist participating centers.
Section 7 ITEDS Tissue Bank Committee: Under the direction of the Bank Medical Director, would help enlist additional contributing centers, maintain contact and updates with Kryosphere, pursue possible creation of a paraffin virtual bank, and work with prospective researchers for use of Bank specimens.
Section 8 ITEDS International Symposia Committee: The chair would rotate every three years to the person hosting the next symposium. Members would include some ITEDS members plus other local individuals selected by the chair to help organize the meeting program.
Section 9 Nominations and Elections Committee: Organized every two years, would nominate executive positions for President, Vice-President, Treasurer, Secretaries, and Bank Medical Director. This committee could also propose additions to Board membership.
Section 10 — Newsletter Committee: Would be charged with developing content, production, and distribution of a bi-annual Newsletter to keep membership updated on Society activities.
ARTICLE VII – Amendments
Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on: April 23, 2009 and amended on October 13, 2019.
Peter Dolman, October 13, 2019