By-Laws

This organization, established in 2001 as “The International Society of Lyophilization- Freeze Drying ” and thereafter known as ISL-FD hereby adopts the following By Laws:

ARTICLE I – MEMBERSHIP

Mission Statement and Objective. The mission of ISL-FD is the promotion of the scientific and technological advancement of the lyophilization or freeze drying process by a mutual effort and advancement of good fellowship with all peoples of the world.
General Membership. The membership of ISL-FD shall consist of individuals who share a common interest in sharing information, promoting the science and technology and application of lyophilization or freeze drying. Membership is free with no annual dues and no one will be denied membership based on age, sex, religion, race, color or ethnic background. Any member may be suspended or expelled by a two thirds vote of the entire membership of the Board of Directors (BoD) for any act or conduct which the Board deems injurious to the interests, or hostile to the objectives of ISL-FD and finds the member guilty of same, provided that one (1) month’s previous notice in writing has been given the member, together with a copy of the charges, and the opportunity afforded for a hearing before the BoD of ISL-FD, if the member so desires.

ARTICLE II – GENERAL MEMBERSHIP MEETINGS

Regular and Annual Meetings. There shall be as many meetings of the members of ISL-FD as the BoD may deem desirable and necessary to fulfill the purposes of the ISL-FD, but there shall be at least one (1) meeting of the general membership of the ISL-FD each year, which shall be the Annual Meeting in the fourth quarter of each calendar year on a date to be fixed by the BoD. The Annual Meeting will take place during the Annual Conference, but the Web Site can be used for this purpose too. In case that the Annual meeting takes place through the Web Site, then the Annual Report will be showed on an special page into the Web Site, including a ballot where each member can vote to approve, disapprove or abstain it. When voting using the Web Site, the member will have the option to enter a write in vote for a present member of the Society. Notice of the time and place of the Annual Meetingall shall be e-mailed at least seven (7) days prior thereto to all members.

Annual Meeting Agenda. The business at each Annual Meeting shall include:

1st The reading of the minutes of the last general meeting and of any special meeting held subsequent thereto

2nd Report of the President

3rd Report of the Treasurer

4th Report of the Standing Committees

5th Report of the Special Committees

6th Election of Officers and Directors

7th New Business

Special Meetings. The President or five (5) members of the BoD may call a special meeting of the members at any time, and upon the request in writing of fifty (50) members, the President shall convene a special meeting. This request, and any notice of special meetings, shall state the object for which the meeting is called, and at the special meeting no subject not so stated shall be considered. Notice of any special meeting shall be e-mailed at least seven days prior thereto to all members.

Quorum. Twenty (20) members present shall constitute a quorum at all meetings of the members. In the absence of a quorum, the members present may adjourn the meeting without additional written notice of a date of reconvening, other than the e-mail announcement of the date for reconvening given at the adjourned meeting.

Voting Rights. Only members present at a Membership Meeting shall be entitled to vote.

ARTICLE III – NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Eligibility and Term. A candidate for election as an officer or a director must be a member at the time of election. Officers and directors must continue to be members in good standing during their respective terms of office. The elected officers of the ISL-FD shall consist of a President, a Vice President, a Secretary, a Treasurer and a Auditor. Each officer shall serve for a term of three years and shall be elected at the Annual Meeting. Eleven Directors shall be elected to serve for two year terms, on a staggered basis with six directors to be elected at each annual meeting. Officers and directors shall assume their respective offices on January 1 following their election.If an Officer or a Director has resigned or is dismissed by the BoD, it shall then be the duty of the President to nominate a replacement before or at the next BoD meeting . A majority vote by the BoD will confirm the appointment of the individual who will serve ad interim out the remaining term of the Director or Officer. The ad interim nomination can be approved and turned into a permanent one, as defined above, by election at the annual meeting following the nomination. No person shall simultaneously hold more than one office in ISL-FD except for the President who may act as a temporary replacement for an officer or director no longer serving on the BoD.
Nominating Committee. Prior to the annual meeting, the President shall appoint a Nominating Committee consisting of at least five (5) members and the chairman of which shall be the immediate past or present President.
Nomination Report and Notice. The Nominating Committee shall report to the BoD no less than two months prior to the annual meeting the nominees selected for officers and directors of the ISL-FD. The names of the nominees for the respective offices shall be sent to each member in the notice of the Annual Meeting required in Article II, Section 1 above. Additional written nominations for any office signed by at least 20 members of the ISL-FD may be made by delivery of said nominations to the secretary at least ten (10) days prior to the Annual Meeting.
Election Process. At the Annual Meeting, if there is a contest for any office or directorship, the President shall appoint two tellers of election to assist the Auditor. The election shall then proceed by a ballot to be furnished by the Secretary containing a list of all offices to be filled, and the names of all the qualified candidates nominated therefor. No person shall be a nominee for more than one (1) office at any one Annual Meeting. The candidate having the highest number of votes shall be elected. When only one candidate has been nominated for each office, election may be made by acclamation, and ballots. In the case where the Annual Meeting takes place through the Web Site, the ballot for votes will be posted on it and a period of 15 days will be given to return the information to the Auditor
Voting Rights. Only members currently on the Membership List shall be entitled to vote.
Election Results. After the election has been closed, by vote of the meeting, and votes counted, the Auditor shall report the results to the meeting and the same shall be entered in the minutes. The results will be published on the Web Site.

ARTICLE IV – BOARD OF DIRECTORS

Composition. The BoD shall consist of the eight (8) Directors, the President, the Vice President, the Secretary, the Treasurer, the Auditor and the most immediate Past President, all of whom shall be members of the ISL-FD.
Meetings. The BoD shall meet regularly at such times and places as the Board shall from time to time designate, notice of which shall be given by the President or Secretary at least seven (7) days in advance to all board members. Special meetings of the Board may be called at any time by the President or by a minimum of five (5) members of the Board of Directors upon similar notice. At any meeting of the Board of Directors, seven officers and directors shall constitute a quorum. Meetings may be conducted by telephone or by any other electronic means as is permitted by law.
Authority. The BoD shall have the power generally to manage the affairs of ISL-FD, including authority, either directly or through the representatives appointed for the purpose, to act or direct action on behalf of ISL-FD in all matters relating to the interests of the society.
Vacancies. In the event of a vacancy occurring for any Board position, it will be fill as express the ARTICLE III point 1. In the event of the absence; i.e., not taking part in the meeting, such as not voting on any reports or resolution(s) without due cause, of any officer or Board member from three (3) Directors’ meetings during a fiscal year, then the Board, at its next regular meeting, shall determine whether or not to declare the office vacant. In order to so declare an office vacant, there must be a two thirds (2/3) vote of those present with there being no vote by the person whose office is at issue. Vacancies so occurring in the Board of Directors may be filled at the same meeting by the President.
Conflict of Interest. Upon consideration of any matter by the Board, a Board member shall make prompt and timely disclosure of any interest in the matter that might reasonably create a conflict of interest or the appearance of a conflict of interest. Such an interest may be direct or indirect, pecuniary or other interest, whether by ownership, representation or otherwise. A director having a conflict of interest shall be disqualified from voting on the matter before the BoD. Further, upon motion of any director, the Board by majority vote shall determine whether a director has such an interest which shall cause said director to be disqualified from voting on the matter before the Board.
Right of Attendance. Meetings of the BoD shall not be open to all members of the ISL-FD.
Voting. Unless otherwise stated in these By-Laws or as stated in Roberts’ Rules of Order, all votes at meetings of the Board of Directors shall be carried by a majority of those officers and Directors present and voting. However, in the event that the voting involves the approval of a binding legal financial Contract between the Society and a third party or the selection of an event site, then any member of the BoD who will receive any financial payment or aid as a direct result of the implementation of the Contract or the selection of the event site shall be barred from voting on the acceptance of the Contract or the event site. Those BoD members who are eligible to vote must constitute a quorum of the BoD; otherwise such a Contract or selection of the event site shall not be approved. No proxies shall be permitted.
Limitation of Directors’ Liability. No Director or Officer of ISL-FD shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director or Officer has breached or failed to perform the duties of his or her office for matters relating to standard of care and justifiable reliance, and (b) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a member of the BoD pursuant to any criminal statute or to the liability of a Director for the payment of taxes pursuant to local, state or national law.
Indemnification. The ISL-FD shall have the power to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any legal action or proceeding arising by reason of the fact that he is or was a member or representative of the Board of Directors of ISL-FD, to the extent permitted by the Non Profit Corporation Law of 1988, as amended from time to time. The ISL-FD shall also have the power to purchase and maintain insurance on behalf of any person who is or was a member or representative of the Board of Directors of the ISL-FD against liability asserted against him in such capacity or arising out of his status as such, whether or not the ISL-FD would have the power to indemnify him against that liability under the provisions of the Non Profit Corporation Law of 1988.
All Officers shall be copied in all correspondence, unless such correspondence is waived by the President, involving matters pertaining to the Society. Any member of the BoD not complying with this provision be deemed as a Conflict of Interest and dealt with in accordance with the provisions of paragraph 5..

ARTICLE V – DUTIES OF OFFICERS

President. The President shall preside at all meetings of the ISL-FD and of the Board of Directors and shall perform such other duties as usually pertain to the office.
Vice President. In the absence or incapacity of the President or the Treasurer, the Vice President shall perform the duties of the President or the Treasurer. The primary duty of the Vice President is to oversee all events conducted by the Society or any local chapter to ensure they are in compliance with the mission statement of the Society and the events comply with the fiduciary standards set forth by the BoD
Secretary. The Secretary shall be present at all meetings of the ISL-FD and of the Board of Directors, keep full and complete minutes of said meetings, send all notices provided for in these By Laws, keep the records of the ISL-FD, (including a serial numbering of all Resolutions), keep the Corporate Seal of the ISL-FD, and perform the other usual duties of Secretary. The Secretary, together with the President, shall sign all written contracts of the ISL-FD. The Secretary shall receive a monthly expense reimbursement, the amount of which shall be determined by the Board of Directors. In the absence or incapacity of the President and Vice President, the Secretary shall act as temporary President.
Treasurer. The Treasurer shall collect all monies payable to the ISL-FD. The Treasurer shall deposit all fees and dues to the credit of the ISL-FD in such depositories or banks as the Board of Directors shall designate. The Treasurer shall pay all the bills of the ISL-FD. The Treasurer shall keep true and correct account of all monies so collected and disbursed, which account shall be audited annually. Upon the election and qualification of the Treasurer’s successor, the Treasurer shall turn over said funds and all of the official books and papers to the successor. The Treasurer shall receive a monthly expense reimbursement, the amount of which shall be determined by the Board of Directors.
Auditor. It shall be the duty of the Auditor to audit the accounts of the Treasurer in addition it shall be the duty of the auditor to tally the voting of the general membership. The Auditor shall report to the BoD no later than April of each year following the fiscal year for which the Audit has been conducted.

ARTICLE VI – COMMITTEES

Appointment and Composition. Chairpersons of the Committees of the Board of Directors shall be appointed by the President, at the first regular meeting of each fiscal year, from among the officers, directors or members of the ISL-FD, and shall serve until their successors are appointed and qualified. If such chairperson is not a director or officer, he shall not be entitled to vote at meetings of the Board of Directors. These Committees shall include The By Laws Committee, the Membership Committee, the Newsletter Committee, the Finance Committee, the Program Committee, the Standards Committee, the Web Site Committee, Local Chapters Committee by Continent and other such other (Special) Committees as the President from time to time shall create for conducting the business of the ISL-FD.
By Laws Committee. It shall be the duty of the By Laws Committee, subject to the control of the Board of Directors, to prepare, addend, and ensure that ISL-FD is operating within the confines of the By Laws approved by the BoD.
Standards Committee. It shall be the duty of the Standards Committee to submit to the BoD in December of each year their recommendations of standards regarding terminology, units and other applicable terms used in conjunction with lyophilization when corresponding between members or in preparing publication for the Newsletter
Membership Committee. It shall be the duty of the Membership Committee to seek the enrollment of new members in the ISL-FD. In addition it shall process all applications for society membership and maintain an up to date membership list. The Chairperson of the committee shall receive a monthly expense reimbursement, the amount of which shall be determined by the Board of Directors.
PAT Committee It shall be the duty of the PAT Committee to take an active role in setting standards, test procedures and definitions that assist in bringing the lyophilization process and its associated equipment and instruments in line with the PAT guidelines..
Web Site Committee It shall be the duty of the web site committee to assist the web site programmer in the layout, special script and content of the web site. The Chairman of the committee shall serve as Web Master and respond to any inquires made by visitors to the site and report each month to the BoD the activity in the log files.
Local Chapters It shall be the duty of the Local Chapter Committee to organize local chapters of ISL-FD for the purposes of conducting local meeting and programs on topics related to lyophilization or freeze-drying and according to the development of the Lyophilization in the main continents could be representing by a Chairperson.
Program Committee It shall be the duty to this committee to develop and organize various programs, meetings and conferences for the general membership of ISL-FD.
Donation Committee. It shall be the duty of this committee to obtain donations or contributions for the Society.
e-Journal Committee. The e-Journal Committee shall publish on a periodic basic a e-journal containing general and technical information that will be interested to members of the Society.
Special Committees. The appointment by the President of Special Committees is authorized.
Financial Limitations. No Standing or Special Committee shall incur any financial or other obligation without express authorization therefor from the Board of Directors..

ARTICLE VII – MISCELLANEOUS

Amendment of By Laws. Authority to amend these By Laws, as the Board of Directors may from time to time deem appropriate, is hereby vested in the Board of Directors, subject to the power of the members of the ISL-FD to change such action if they so desire. An amendment shall not be adopted by the Board of Directors unless by absolute majority vote at two consecutive meetings of the Board. Notice of the adoption of any amendment to the By Laws by the Board of Directors shall be made available to the membership by the Secretary.
Headings. Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of these By Laws nor shall they affect their meaning, construction or effect.

Adopted on November 3, 2001
Revised on December 15, 2001
Revised on July 27, 2002
Revised on February 26, 2004
Revised on November 22, 2004
Revised on May 17, 2006
Revised on April 1, 2010