CONSTITUTION

 

THE FEDERATION OF THE INTERNATIONAL SOCIETIES FOR PEDIATRIC GASTROENTEROLOGY, HEPATOLOGY AND NUTRITION (FISPGHAN)

 

By-Laws

 

 

Article 1

Name

 

The name of the Federation is THE FEDERATION OF INTERNATIONAL SOCIETIES FOR PEDIATRIC GASTROENTEROLOGY, HEPATOLOGY AND NUTRITION.

 

 

Article 2

Organizational structure

 

FISPGHAN is an incorporated, not-for-profit entity operated as a joint venture of the founding Societies.

 

Membership:  The founding members of FISPGHAN are the Asian Pan-Pacific Society for Pediatric Gastroenterology, Hepatology and Nutrition (APPSPGHAN), the European Society for Pædiatric Gastroenterology, Hepatology and Nutrition (ESPGHAN), the Latin American Society for Pediatric Gastroenterology, Hepatology and Nutrition (LASPGHAN) and the North American Society for Pediatric Gastroenterology, Hepatology and Nutrition (NASPGHAN).  The founding members have all of the rights and responsibilities of full membership of FISPGHAN and are hereby known as “Full Members” or “Full Member Societies”.*

 

The Federation may in its sole discretion admit to its membership other international associations or international societies of pediatric gastroenterology, hepatology and nutrition which, by virtue of their scientific distinction, their size, their statutes and their international dimension, are considered by the governing body of the Federation, hereby called the “Council”, to be appropriate and acceptable. No reason needs to be given when applications to join the Federation have been rejected.

 

To become a member of FISPGHAN, an international association or society that is not a member of FISPGHAN must apply to and be accepted by the Council as an “Affiliate Member” or “Affiliate Member Society” of FISPGHAN.  An Affiliate Member does not have all of the rights and responsibilities of a Full Member.  An Affiliate Member and only an Affiliate Member may apply to and be accepted by the Council as a Full Member.

 

Full Member and Affiliate Member Societies are required to inform the Federation of any changes in their statutes or other governing documents and to communicate promptly the names of their appointed representatives to the Council, hereby called “Councilors”.  Full Member Societies shall pay an annual membership fee to the Federation. The amount of the contribution shall be proposed by the Secretary-Treasurer and determined by the Council.  Affiliate Member Societies are not required to pay an annual membership fee.

 

 

Article 3

Mission:

 

FISPGHAN is a non-profit organization whose aims are:

 

1. To be an advocate for child health with an emphasis on gastroenterological, hepatological and nutritional conditions worldwide, according to the objectives agreed by the FISPGHAN Council after discussion with all of the full Member Societies.

 

2. To contribute to research and education in pediatric gastroenterology, hepatology and nutrition.

 

3. To promote and organize The World Congress of Pediatric Gastroenterology, Hepatology and Nutrition every four (4) years, unless decided differently by the FISPGHAN Council, and approved by the governing bodies of all the Full Member Societies. The aim of the World Congress is to provide a forum for the presentation of high-quality original scientific research.

 

Changes to its mission will require the unanimous vote of the Council.

 

 

Article 4

Composition of the Council

 

Each Full Member Society will have the right and the duty to appoint two representatives to the Council, called Councilors or Full Member Councilors.  Each Councilor is permitted to represent only one Member Society.  The Council is responsible for supervising the affairs of FISPGHAN.  There shall be two Councilors from each Full Member Society. One of each pair will be the President of that Full Member Society. The Council will elect one of the Full Member Councilors to be the Chair of FISPGHAN, and another of the Full Member Councilors to be the Secretary-Treasurer of FISPGHAN.  The Chair and Secretary-Treasurer shall serve for a term of four (4) years.  An Affiliate Member Councilor cannot be elected to be the Chair or Secretary-Treasurer.

 

The Member Society that is organizing the next World Congress meeting shall be called the “Host Member Society” or the “hosting Member Society”.  Only a Full Member Society can organize a World Congress; an Affiliate Member Society cannot be a hosting Member Society.  A committee of the Host Member Society, called the Host Executive Committee, shall be formed to implement the organization of the World Congress meeting. The Chair of the Host Executive Committee will be a voting member of the Council for the four years preceding the World Congress.  If the Chair of the Host Executive Committee is already a member of the Council representing his/her Member Society, that Society will select another individual from the Society to be a Councilor.

 

Each Affiliate Member Society will have the right and the duty to appoint one representative to the Council, called a Councilor or Affiliate Member Councilor, preferably the President of the Affiliate Society.  Each Councilor is permitted to represent only one Member Society.  Affiliate Member Councilors shall attend all meetings of the Council but shall have no voting right.  Each Affiliate Member Society is responsible for all of its own expenses necessary to attend FISPGHAN Council meetings and to participate in FISPGHAN activities.

 

When a representative of a Member Society leaves the Council, it is the responsibility of that Member Society to appoint a replacement Councilor and to notify the Secretary-Treasurer of the appointment. When a new President is elected by a Full Member Society, the new President shall replace the former President as Councilor; however, the former President can be appointed by the Full Member Society as the second Councilor representing that Full Member Society. 

 

Article 5

Responsibilities of the Council

 

The Council has the following responsibilities:

a.  Administration and supervision of the Federation's affairs

b.  Review and approval of the time and venue for the quadrennial World Congress, as

     proposed by the Host Executive Committee

c.  Review and approval of the scientific program of the World Congress as proposed by

     the Host Executive Committee

d.  Delegation of responsibilities to committees or working parties as appropriate.

e.  Election of the Chair and of the Secretary-Treasurer

f.   Management of all financial affairs of FISPGHAN, including preparation and

     implementation of the FISPGHAN budget, revenues and expenditures.

g.  Evaluation of applications for membership in FISPGHAN (Article 2)

h.  Development, formalization and implementation of rules and regulations for the

     management of the Federation

i.   Dissemination of information about the Federation’s activities k. Preparation and

     maintenance of a code of practice designed to define the relationship between the

     Federation and the biomedical industry. This is designed to obtain their financial support

     for scientific and educational goals in gastroenterology and its affiliated and related

     disciplines, within the context of the ethical and professional standards of all the  

     member societies          

l.   Meet in person or be teleconference at least once yearly to conduct business in

     consensus with Member Societies

m.  Liquidation (See article 8)

 

Following completion of his/her term, the Chair of FISPGHAN will remain on Council as Past-Chair for an additional year to provide continuity and facilitate transition.  In addition, following completion of his/her term, the Secretary-Treasurer will also remain on Council as Past-Secretary-Treasurer for an additional year to provide continuity and facilitate transition. Both positions are non-voting.

 

An Executive Director will be hired to administer the operations of the FISPGHAN Council.  The Executive Director will attend all meetings of the Council, but shall have no voting right. The activities of the Executive Director are under the direct responsibility and supervision of the Secretary-Treasurer.

 

Each of the Member Societies and all Councilors will be notified of a Council meeting at least three (3) months in advance, unless all Full Member Societies agree to meet with notice of less than three (3) months.  It is the responsibility of each Full Member Society to have at least one of its representative Councilors present in person or by teleconference at every Council meeting. At least one Councilor from a simple majority of the Full Member Societies must be present at a meeting in order for the FISGPHAN Council to conduct business. Voting by proxy registered in writing is permitted, Each Councilor from each Full Member Society, whether present or voting by proxy or electronically is entitle to one vote. 

 

All actions of the Council (other than those otherwise stipulated) will be decided by a three-fourths majority of all the Full Member Societies and of all voting Councilors, whether voting in person, by proxy, or electronically.

 

The Chair may empower the Secretary to hold a vote by mail, including electronic mail, on motions circulated in writing, including electronically. Mail votes, including electronic mail, on motions circulated in writing shall not apply to the decision to admit a new Member Society to FISPGHAN.

 

The Chair

The Chair has the duty of convening and establishing the agenda of Council meetings and  presides at those meetings.  The Chair will hold office for four (4) years, and will then remain on the Council for a further year with the title of Past-Chair. The position of Chair will rotate among each and every Full Member Society, changing every four years.  Unless there is a compelling reason, the Chair will be selected from the Host Member Society.  In the event that the Chair of the Host Executive Committee and the Chair of the Council (the current President of the Host Society) are the same individual, the Host Society will appoint another representative so that there are two members from the Host Society on the Council, not including the Chair of the Host Executive Committee.

 

The Secretary-Treasurer

The Secretary-Treasurer will attend to the affairs of the Federation and the Council.  The Secretary-Treasurer will preside over Council meetings in the absence of the Chair. The Secretary-Treasurer will hold office for four (4) years, and remain on the Council for an additional year as the Past-Secretary-Treasurer. The position of Secretary-Treasurer will rotate among each and every full Member Society, changing every four years when feasible. The Secretary-Treasurer will not be from the same Member Society as the Chair of the FISPGHAN Council.

 

The Secretary-Treasurer is entrusted with the funds of the Federation, their collection, their safe keeping and their disbursement, at the direction of the Council.  The Secretary-Treasurer will be responsible for the preparation of the budget and audited annual accounts and must present them to the Council every year.  The Secretary-Treasurer will submit to each Member Society a complete financial statement at the end of each fiscal year.  The Secretary-Treasurer will supervise, coordinate, and be responsible for the functions of the Executive Director.

 

The Councilors

The Full Member Councilors and Affiliate Member Councilors shall attend (in person or by teleconference) all meetings of the Council; will participate on Committees and in other activities as may be required by the Council or its officers; and will communicate effectively with their Member Society about the activities of the Council and FISPGHAN. 

 

The Host Executive Committee

Appointments to the Host Executive Committee will be nominated by the President of the hosting Member Society and require approval by the Council.  The Host Executive Committee will be responsible to the Council; the Chair of the Host Executive Committee will report regularly to the Council.

 

 

Article 6

Finances of the Federation

 

The Host Executive Committee will be responsible for ensuring the financial success of the World Congress. The Host Executive Committee has the fiduciary responsibility to: (i) obtain sufficient revenues to pay for the cost of the meeting, (ii) ensure that there is a monetary reserve for unforeseen problems, and (iii) generate a surplus to be utilized for the operations of FISPGHAN and its Member Societies.  FISPGHAN is responsible for the supervision of the fiduciary activities of the Host Executive Committee.

 

A fixed contribution to FISPGHAN, which will go towards financing FISPGHAN Council meetings and other business, will be included in the budget for the World Congress.  Any surplus derived from the World Congress will be allocated as follows: If the surplus equals between US$50,000.00 and US$500,000.00, then US$50,000.00 will be allocated to FISPGHAN to be utilized for its operating expenses, as well as a reserve for the organization of the next World Congress meeting; if the surplus exceeds $500,000.00, then 10% of the surplus will be allocated to FISPGHAN; if the surplus is less than US$50,000.00, all of the surplus will be allocated to FISPGHAN.  After the allocation to FISPGHAN, the remaining surplus will be allocated as follows: 40% to the host Member Society; and the remaining 60% to be divided equally among each of the Full Member Societies.  The revenues and expenses of a Postgraduate Course associated with a World Congress will not be considered part of the allocations; any surplus or deficit related to the Postgraduate Course will be the property or responsibility of the Host Society.

 

Any and all financial loss will be the total responsibility of only the Host Member Society.

 

FISPGHAN will establish an appropriate relationship with the biomedical industry, based on ethical and professional standards adopted by the major physician organizations in each continent.  This relationship will be governed by a Code of Practice, as written by the FISPGHAN Council and agreed upon by the governing bodies of the Member Societies. The support from the biomedical industry may take the form of either unrestricted educational or travel grants to the Federation, or of the sale of commercial exhibition space at the World Congress.

 

 

Article 7

Withdrawal

 

A Member Society may withdraw on 60 days’ written notice to the Chair, but withdrawal shall not act to lessen any assessment due for operations or programs through the end of the calendar year.

 

Councilors may be removed for cause by a vote of the Council. FISPGHAN must provide reasonable notice and the reason for the expulsion.  The Councilor removed must have an opportunity to present a defense of the action.

 

 

Article 8

Duration and dissolution

         

The Federation is established for an indefinite term.      In the event of the dissolution of FISPGHAN, the Council is responsible for the liquidation of the Federation. The remaining assets will be distributed equally to the Full Member Societies.

 

 

Article 9

Changes of the By-laws

 

Changes to these By-laws require a three-fourths majority vote.

 

 

Addendum

The Commonwealth Association for Pediatric Gastroenterology and Nutrition (CAPGAN) is an Affiliate Member.