Bylaws

ISID BYLAWS APPROVED MAY 2021
International Societies for Investigative Dermatology, Inc.

Article I: Name

The name of the corporation is the INTERNATIONAL SOCIETIES FOR INVESTIGATIVE DERMATOLOGY, INC. (hereinafter referred to as the ISID)

Article II: Objectives

The objectives of the ISID are to conduct, encourage and facilitate collaboration between scientists for the advancement of investigative dermatology and cutaneous biology. The ISID shall sponsor and support an international, abstract driven peer reviewed scientific meeting to be held every 5 years rotating between sites in Asia/Australasia, Europe/Middle East/Africa and North/Central/South America.

Article III: Membership

Section 1:
The ISID will have three classes of Members: Charter Member, Regular Member and Associate Member.

Section 2: Charter Members are the founding societies:
European Society for Dermatological Research (ESDR; Europe/Middle East/Africa region); Japanese Society for Investigative Dermatology (JSID; Asia/Australasia region); and Society for Investigative Dermatology (SID; North/Central/South America region). Each Charter Member will have two designated representatives to the Board of Directors with full voting privileges.

Section 3: Regular Member:
Any society representing a geographic region with a documented primary mission of the advancement of investigative dermatology and cutaneous biology who meets all of the following criteria will be eligible for membership:

Section 4: Associate Member.
Any society representing a geographic region with a documented primary mission of the advancement of investigative dermatology and cutaneous biology who does not meet all of the criteria of Article III, Section 3 and aspires to full membership will be eligible for Associate Membership status. Associate Member societies are not eligible to serve on the ISID Board of Directors or vote on ISID issues.

Section 5: Dues.
Charter Members, Regular Members and Associate Members will pay annual dues as determined by the ISID Board of Directors and receive other benefits as determined by the ISID Board of Directors

Article IV: Election of Members

Section 1:
Candidates for membership in the ISID as a Regular Member Society shall deliver to the ISID Board of Directors specific documentation of all requirements of membership (Article III, Section 3) at least 60 days prior to the ISID Board of Directors meeting for its review. The application will then be forwarded to the Board of Directors of each Regular Member Society, Charter Member Societies, and to the ISID Board of Directors. A vote of acceptance by nine or more members of the ISID Board of Directors will be required for acceptance as a Regular Member of the ISID.

Section 2:
Candidates for membership in the ISID as Associate Members shall deliver to the ISID Board of Directors specific documentation of the current status of all requirements of membership (Article III, Section 3) and plans for meeting these requirements at least 60 days prior to the ISID Board of Directors meeting for review. A vote of acceptance by nine or more members of the ISID Board of Directors will be required for acceptance as an Associate Member of the ISID.

Section 3:
At the time of approval of applications, each new Society will be designated as a member of one of three regions (Asia/Australasia, Europe/Middle East/Africa, North/South/Central America) by the Board of Directors based on geographic appropriateness.

Article V: Officers

Section 1: Title.
The corporate officers of the ISID shall include the President, Secretary and Treasurer. Each shall be appointed by a majority vote of the ISID Board of Directors. The ISID Board of Directors is authorized to create additional officers of the ISID Board of Directors by a vote of nine or more members of the ISID Board of Directors.

Section 2: Terms.
Officers shall be elected by a vote of 9 or more members of the ISID Board of Directors. Officers will commence with their duties in January of the calendar year after each ISID meeting. The President, Secretary and Treasurer shall hold office for 5 years, will not be eligible for re- election as an officer and must be members of a Regular Member or Charter Member Society of the ISID. The Treasurer must not be a member of a Regular or Charter member Society hosting the ISID meeting during the Treasurer’s term of office. The terms of the first officers selected will be for four years beginning January 1, 2020 with all subsequent terms being 5 years

Section 3: Vacancies.
In the event of a vacancy in the office of President, Secretary or Treasurer, a special meeting of the ISID Board of Directors shall be called within 30 days to appoint an individual(s) to fill such vacancy or vacancies until the next meeting of the ISID Board of Directors at which time a new officer will be selected by majority vote of the Board of Directors.

Section 4: Removal.
Any officer may be removed from office by a vote in favor of removal by nine or more members ISID Board of Directors, provided that written notice of the proposed removal has been given, and that the officer to be removed shall have been given the opportunity to defend his or her actions.

Section 5: Duties.
The officers shall perform the duties corresponding to their respective offices and shall have the authority and responsibilities conferred on them as described in these bylaws.

Section 6: Executive Committee.
The Executive Committee will be composed of five members, including the President, Secretary, Treasurer and two other members of the ISID Board of Directors. The Executive Committee will be appointed by a vote of nine members of the Board of Directors on an annual basis. Each Charter Member society will be represented by at least one member. The Executive Committee will be informed of operational, financial and governance issues of the ISID and will advise the ISID Board of Directors on all pertinent matters relevant to the organization during the time between meetings.

Article VI: Board of Directors

Section 1: Authority.
The Board of Directors shall manage affairs of the ISID. They will be assigned and may exercise all powers of the ISID as defined in the organizational statutes, articles of incorporation and these bylaws. The Board of Directors may create policies and rules for the conduct of ISID business that are consistent with the articles of incorporation and bylaws; and they may alter, suspend, or rescind them.

Section 2: Composition.
The Board of Directors shall consist of twelve (12) persons, with four voting delegates from each region: Asia/Australasia; Europe/Middle East/Africa; and North/South/Central America. This includes the President, Secretary, and Treasurer of the ISID. Each Charter Member Society shall have at least two representatives on the Board of Directors at all times.

Section 3:
Each Charter Member society is responsible for identifying their voting delegates and ensuring they will have all necessary decision-making authority for ISID activities (i.e., in their role as the President and/or of Secretary, or Treasurer, etc.), with at least one member serving a 5-year term.

Section 4:
The remaining members of the Board of Directors (two from each region) shall be selected by the Regular Member Societies of each region using criteria determined by each region’s Regular Member Societies adhering to the following principles:

a. No more than two voting delegates from any single Regular Member Society if more than one Society is represented in a region.

b. Voting delegates will include a President and/or Secretary, or Treasurer or equivalent representative from represented Society(s)

c. One voting delegate from each Society should have at least a 5-year term

Section 5: Meetings.
The ISID Board of Directors will meet at least twice per year with the goal of meeting during or around the time of Charter Member society annual meetings. For the transaction of any business, 9 members of the Board of Directors must be present. This shall include the presence of at least two representatives of the ISID Board of Directors of each region and at least one representative of the Charter Member societies from each region. All decisions of the BOD, except as noted elsewhere in these bylaws, will require approval by nine or more members of the Board of Directors, with the goal of making decisions by consensus.

Section 6: Technology-enabled Proxy.
Any or all of the ISID Board of Directors may participate in a meeting or vote by way of conference call, or electronic technology in order to allow them to participate in the meeting. Participation by such means shall constitute official presence (unless prohibited by law).

Section 7: Conflict of Interest (COI).
Each member of the ISID Board of Directors must complete a COI disclosure to ensure transparency of relevant personal and financial relationships to prevent any bias in the decision-making process.

Section 8: Vacancies.
In case for any reason a Director shall cease, prior to the expiration of his or her term, to be a member of the Board, the vacancy shall be filled for the remainder of the unexpired term by selection of the vacated Director’s Society in the manner provided in Article VI, Sections 3 and 4.

Section 9: Compensation.
The Directors shall serve without compensation. They shall not be financially interested directly or indirectly in any contract relating to the operations conducted by the ISID, nor in any contract furnishing services thereto, unless authorized by the concurring two-thirds majority vote of the ISID Board.

Section 10: Removal.
If any Director fails to attend Board meetings for a full year without adequate cause, the Board of Directors may remove the individual from office, and the vacancy filled in the manner described in Article VI, Section 3 and 4.

Article VII: Committees

Section 1:
In addition to the Executive Committee, as defined in Article V, Section 7, the ISID shall have an Audit Committee, and Committee on Scientific Programs. The chair of each standing committee shall provide a written report on the actions and recommendations of the committee to the Board of Directors at least 30 days prior to the Board of Directors meeting. A simple majority of members will constitute a quorum and enable each committee to conduct its business and voting duties.

Section 2:
The Audit Committee shall have the authority and shall perform a review of the audits of the financial affairs of the ISID, including the financial affairs of all ISID meetings, consistent with the appropriate federal and state law and the direction of the ISID Board of Directors. The Audit Committee shall present a written annual report of the financial status of the organization to the Board of Directors. The Audit Committee shall consist of 1 member from each Charter Member society and one additional Member from each ISID region, all of whom are not on the ISID Board of Directors. The audit committee will be chaired by a representative of a Charter Member or Regular Member society who is on the Board of Directors and who is not from the same region that is hosting the upcoming ISID meeting. The term shall be five years for three of the initial non-Board members and for the chair while the remaining two non-Board members will serve a four-year term. Subsequently all committee members will serve five-year terms with the resultant staggered terms of office.

Section 3:
The Committee on Scientific Programs shall normally be convened at least two years before the ISID meeting. It will consist of eleven active members, three appointed by the member societies from each geographic region. At least one member from each of the Charter Member societies shall be on the committee. Members shall serve for at least two years. The President and Secretary will also serve ex officio. The Committee shall be charged with developing the format and agenda of the international meeting, held every five years. The Committee shall convene the necessary meetings to arrange the international program of the ISID.

Section 4:
The Board of Directors may appoint such additional committees or subcommittees with authority to perform such duties consistent with the articles of incorporation and these bylaws, as the Board of Directors may from time to time determine. The Board of Directors may at any time terminate the authority of any such committee.

Section 5:
Vacancies which may occur in the membership on any of the standing or ad hoc committees of the ISID shall be filled by appointment by the member societies of each region and/or the ISID Board of Directors as is consistent with the membership requirements of the specific committee.

Article VIII: Meetings

Section 1:
The ISID will hold a meeting of the member societies of ISID every 5 years beginning in 2023 in the Australasia/Asia region and rotating by geographic region (the next occurring in Europe/Middle- East/Africa, followed five years later by a meeting in the Americas with subsequent meetings following this order of rotation). This meeting will be held with English as the official language of the meeting. The content of this meeting will be for the purpose of presenting original scientific discovery in the field of dermatology and cutaneous biology, be abstract driven and peer reviewed.

Section 2:
The ISID meeting shall be held at the time and place designated by a vote of nine or more members of ISID Board of Directors.

Section 3:
Charter Member or Regular Member societies from the region hosting an ISID meeting shall submit a Letter of Intent (LOI) to the ISID Board of Directors at least 7 years before the meeting. After evaluation of the LOI, the Board of Directors will request complete applications to be presented six years prior to the ISID meeting. Final selection of the hosting society will occur no later than five years before the meeting with approval of nine or more members of the Board of Directors.

Section 4:
Printed and/or electronic notice of each ISID meeting, stating the location, dates and times shall be sent to each Member society at the last known address as it appears upon the books or records of the ISID.

Section 5:
The titles of all presentations to be read at each ISID meeting shall be announced in all official meeting notices.

Section 6:
All publications of the proceedings of the ISID shall be under the control of the Board of Directors.

Article IX: Dues and Fees

Section 1:
The amount of annual dues for Charter Member, Member and Associate Member societies shall be determined by the Board of Directors.

Section 2:
A line item accounting of all management fees and operational expenses incurred during the calendar year by the ISID will be generated by the board of directors of the ISID. A special assessment if needed for these expenses will be assessed to all member societies in a manner determined by a vote of nine or more members of the Board of Directors.

Article X: Termination

Section 1:
All of the rights and privileges of any society Member of the ISID, including all rights to vote, to hold office, to attend meetings and all right, title, and share of revenues shall cease for all purposes on the termination of membership.

Section 2:
If any Charter Member, Member or Associate Member shall fail to pay annual dues for any year, the Secretary shall serve notice to such organizational member at the last known address as it appears upon the books or records of the ISID, to the effect that their membership will terminate 60 days after the mailing of such notice unless the dues are paid in full within such 60-day period. Except as otherwise provided in these bylaws, if at the expiration of the 60-day period, the Secretary shall not have received such payment in full, the membership shall terminate, and the organization shall be so advised.

Section 3:
If any Member society shall be charged with conduct prejudicial to the best interest of the ISID, or with any offense against the ISID, its purposes, reputation or property, a written statement of such charges shall be signed by the Secretary and sent to the organization’s known address as it appears upon the books or records of the ISID, with a notice to present their defense to the Board, in person or in writing at a meeting of the Board to be held at least 60 days after the mailing of such notice, which notice shall state the time and place of such meeting.

At such meeting, the Board shall consider the defense to the charges, if any shall be presented, and such matters as it may consider relevant, and shall determine that such member shall be exonerated, censured, or expelled. If nine or more members of the Board of Directors shall vote in favor of expulsion, the Board shall inform the member society and ask for any additional defense to the charges to be presented at the next annual meeting of the ISID Board of Directors. At that time the Board of Directors shall review all materials followed by a vote of the Board of Directors which shall be taken by secret ballot on the recommendation for expulsion. If nine or more members of the Board of Directors shall vote in favor of expulsion, the accused member shall thereupon be expelled, and their membership terminated.

Article XI: Sundry Provisions

Section 1:
Any member of the Board of Directors or any member of a committee may resign at any time by giving written notice of such resignation by mail to the President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the officer to whom such notice is addressed.

Section 4:
The seal of the ISID shall bear the words: INTERNATIONAL SOCIETIES FOR INVESTIGATIVE DERMATOLOGY, Inc. and may be printed, engraved, lithographed, written or impressed. The Board may also adopt an organizational logo, different from the seal. (Current ISID logo in APPENDIX)

Article XII: Amendments

Section 1:
These Bylaws may be altered, amended, or repealed by an affirmative vote of nine or more members of the ISID Board of Directors.

Section 2:
Any proposed amendment to these bylaws may be proposed by any member of the Board of Directors. It must be submitted in writing to the Secretary or President of the Board of Directors and presented in writing to the Board of Directors for consideration at least 60 days before a Board of Directors Meeting. Each proposed amendment must be discussed at the first Board of Directors meeting 60 or more days after submission with a recommendation for acceptance or rejection made. Final vote for acceptance or rejection will occur at the next Board of Directors meeting in no less than six months after the recommendation. Acceptance shall require a vote of acceptance by nine or more members of the Board of Directors.

* Legal counsel shall advise on appropriate communication method that applies globally.