BYLAWS OF THE CORPORATION
INTERNATIONAL SOCIETY FOR ELECTROPORATION-BASED
TECHNOLOGIES AND TREATMENTS (ISEBTT).
1.1 The affairs and activities of the “International Society for Electroporation-Based Technologies and Treatments“ (ISEBTT), (the “Corporation”) shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), specifically Sec.501(c)3, regarding tax exempt organizations.
2.1 The mission of the International Society for Electroporation-Based Technologies and Treatments is to promote the advancement of scientific knowledge of the interactions of pulsed electric and electromagnetic fields and ionized gases with biological systems (cells, tissues, organisms, molecules and materials), with an emphasis on electroporation, and to facilitate the development of applications based on these phenomena in biology, medicine, biotechnology, and food and environmental technologies. The Society fosters collaboration and exchange of ideas and information among scientists, technology users, and other interested parties to accelerate the dissemination of new findings, and supports research, education, and training through the organization and sponsorship of congresses, conferences, workshops, awards attribution, and schools.
2.2 The Aims/Objectives of the Society shall be, in particular:
a. To organize international meetings to facilitate interactions among scientists, technology users, and other interested parties;
b. To support workshops and schools to train and educate students, postdoctoral researchers, and young and established investigators in the principles associated with pulsed electric and electromagnetic field and ionized gas phenomena (electroporation, ablation, sterilization, textural modifications, etc.) in biology, medicine, biotechnology, and food and environmental technologies;
c. To provide communication channels for establishing collaboration among scientists in biology, medicine, chemistry, physics, mathematics, informatics, and engineering to enhance understanding of pulsed electric and electromagnetic field and ionized gas interactions with biological systems;
d. To promote the development of pulsed electric and electromagnetic field- and ionized gas-based applications and to encourage and facilitate the exploration of new applications of pulsed electric and electromagnetic fields and ionized gases in biology, medicine, biotechnology, and food and environmental technologies;
e. To promote the continuation of existing and the formation of new links between industrial partners and academia for the development of new applications.
f. To recognize the achievements of senior members in the field of electroporation and pulsed electric fields andthe quality of the work of early career members, through the attribution of awards.
2.3 To this end, the Society may hold Scientific Meetings, either physical, virtual (on-line) or hybrid. Inter alia, the Society will hold a physical World Congress at least once every two years (except in case of force majeure, see also article 7.3 or 10.9), at times and places to be decided by the Council. All ISEBTT members desiring to organize the ISEBTT “World Congress (WC) on Electroporation” must reply to the Call for Proposals that the Council releases approximately three years before the date of the WC concerned by the Call. The organizers must follow the specific rules reported in the Call. ISEBTT will be financially responsible for the WC (gains or losses) but organizers must do all they can to ensure that the WC concludes with a positive balance. Prior to the initiation of the WC and prior to incurring any expenses or commitment of expenses, the budget must be approved by the ISEBTT Council. In addition, the organizers must show to the Council the lists of incomes and expenses at any time it is requested by the ISEBTT Council. In the years between consecutive WC, the Society may hold a virtual meeting (webinar). The format is not imposed but the webinars must be at a time accessible from most of the parts of the world. The Council will call for their organization one year before.
2.4 The Society is neutral politically and non-denominational. Its working language is the English language.
3.1 The Society shall be funded by membership fees and from any other sources allowed by law. The funds shall be used in conformity with the purpose of the Society and the Code. In the case of specific donations to entirely give an (several) award(s), these funds wil be entirely dedicated to this (these) award(s). In the case of specific donations to supportaward(s) account(s) in the ISEBTT bank, these accounts will be handled separately from the Society account or be maintained in a designated subaccount that is distinguishable from the Society account.
3.2 The Council shall propose the amount of the membership fees. The General Assembly shall approve them.
3.3 Membership fees are not refundable.
3.4 Only the assets of the Society may be used to meet its commitments. Members are not personally liable for the commitments of the Society.
3.5 Checks, notes and drafts and other orders for the payment of money shall be signed by the Treasurer with notification of the President. For payments more than $1,500, both Treasurer and President must agree that it is a valid expense. Payments above $5,000 must also include notification and approval of Secretary. For all expenditures, the Council should be notified through a financial report presented at meetings of the Council.
4.1 Membership in the Society shall be open to all individuals and legal entities who support the purposes of the Association and who qualify for one of the categories of members.
4.2 The Society shall have the following five categories of members:
4.2.1 Full Member: Any individual who is active in the fields of interest of the International Society for Electroporation-Based Technologies and Treatments or allied fields as demonstrated by original research or by other activities which have fostered the development of the field is qualified to be Full Member. The rights and privileges of Full Members include voting, holding office, subscribing to Society publications at a reduced rate and other benefits of the Society such as reduced fees to attend the meetings organized or co-organized by the ISEBTT, various categories of bursaries or supports that ISEBTT may once decide to provide for attending a meeting, or prizes given to a young, or access to specific information (like minutes, school records, announcements on a private part of Society’s website) etc. Full Members pay membership fees.
4.2.2 Student Member: Pre-doctoral students at degree-granting institutions are eligible to apply for Student Membership. Upon the award of a Ph.D., Sc.D., M.D. or equivalent degree, Student Membership shall be terminated. Student Members have all the privileges of Full Members except that they may not be elected to the Council. Student Members pay membership fees.
4.2.3 Emeritus Member: An Emeritus Member fulfils the requirements for a Full Member, but has become Emeritus or retired at its own institution. An Emeritus Member has all the rights and privileges of a Full Member except that they may not be elected to the Council. To be eligible for Emeritus Membership, an individual must be a Full Member for at least one year. When the Full Member retires or becomes Emeritus, he/she must inform the Secretary who will modify the membership listing to reflect the change to Emeritus status.
4.2.4 Honorary Member: Honorary Members can be nominated by the General Assembly following a resolution of the Council or a motion proposed by the General Assembly, supported by a simple majority. Honorary Members can be Members of the Society or non-members who distinguished themselves in fields of interest of the Society or a closely related field. Honorary Members have the rights and privileges of a Full Member but do not pay the annual membership fees.
4.2.5 Sustaining Members: A person, corporation, learned group or learned consortium may be elected a Sustaining Member by the Council as a result of demonstrated and substantial acts benefiting the Society or its purpose. Only in the case of a person qualified as a Full Member may a Sustaining Member vote or be elected to the Council.
4.3 The Council shall approve or refuse all applications for Membership.
TERMINATION OF MEMBERSHIP
5.1 Membership shall terminate upon:
a. Death or loss of the legal personality of the respective Member;
b. Receipt by the President or Secretary of the Society of a written notice to resign;
c. Exclusion decided by the Council, for just cause or without giving any reason, provided that the Member has been given the right to be heard. The decision of the Council may be appealed against to the General Assembly within thirty (30) days from the decision being notified to the Member; or
d. Non-payment of dues.
BODIES OF THE ISEBTT
6.1 The bodies of the ISEBTT are:
a. The General Assembly;
b. The Council;
c. The Auditors.
THE GENERAL ASSEMBLY
7.1 The General Assembly is the supreme body of the International Society for Electroporation-Based Technologies and Treatments. It is composed of all voting Members of the Society.
7.2 The General Assembly shall take its resolutions either by a vote in a meeting or by ballot voting. Elections to the Council shall always take place by ballot voting. On all other matters, the Council shall decide on a case by case basis whether a meeting shall be held or a ballot voting shall take place.
7.3 The General Assembly shall be held at least once every two years. In principle, the General Assembly should be held at the World Congress on Electroporation with the physical presence of as many as possible of the Council Officers and ISEBTT members. However, in case of force majeure (pandemic, political crisis, closure of the borders, travel bans, etc.) that would impose the postponement of the World Congress, the General Assembly will be held using appropriate electronic means.
7.4 The General Assembly may also be held on an extraordinary basis whenever necessary (a) upon the decision of the Council or (b) at the request of at least one-fifth of the Members, specifying the agenda items.
7.5 The Council shall call the General Assembly and convene the meeting or announce the ballot voting by sending notice and the agenda items to Members at least forty-five (45) calendar days before the date of the meeting or of the ballot voting. Motions of Members shall be submitted at least fifteen (15) calendar days prior to the meeting or the ballot voting.
7.6 The meetings of the General Assembly shall be:
7.6.1 Chaired by a chairperson who will be elected in that particular meeting of the General Assembly, not excluding this could be the President;
7.6.2 Minuted; the minutes shall be kept and signed by the chairperson and the Secretary of the ISEBTT. A copy of the minutes shall be published in an area of the Society website accessible to Members only.
7.7 The ballot voting may be effected by any means evidencing the member and his/her vote by written words, in particular by postal mail, electronic mail or any other suitable electronic means.
DUTIES OF THE GENERAL ASSEMBLY
8.1 The General Assembly has the following responsibilities:
a. Accepting the records of the previous meeting of the General Assembly;
b. Electing the President-elect and the other Officers constituting the Council (Article 10);
c. Electing the Auditors (Article 14.1);
d. Approving the report of the Council presented by the President;
e. Approving the financial statements presented by the Treasurer and the report of the Auditors;
f. Approving the budget;
g. Granting discharge to the Officers;
h. Approving the membership fees pursuant to Article 3.2;
i. Supervising the activity of the Council;
j. Deciding on any amendments to the Articles of Association and Bylaws of the Corporation (Article 9.4);
k. Deciding on appeals against decisions of the Council to exclude a Member (Article 5.1);
l. Deciding on the dissolution of the Association (Article 16);
m. Deciding on the use of the proceeds, if any, in the event that the Association is dissolved.
RULES OF DECISION-MAKING BY THE GENERAL ASSEMBLY
9.1 The General Assembly shall be able to take valid decisions regardless of the number of Members present in the meeting physically or by means of telecommunication or represented by proxy, or participating in the ballot voting.
9.2 The Members are entitled to vote as set forth for their membership category (Article 4.2). Each Member entitled to vote has one vote. Any such Member present may cast the votes of any other Member entitled to vote up to a maximum of three proxies, provided that she/he has received their written proxy.
9.3 Decisions of the General Assembly shall be taken by the majority of the votes cast. In the event of a tie of votes, the chairperson of the meeting or, in the event of a ballot voting, the President of the Society shall have the deciding vote.
9.4 Decisions on the amendment of these Articles of Association, the Bylaws of the Corporation and the dissolution of the Society may be passed by a two-thirds majority at a meeting of the General Assembly in which the majority of the Members eligible to vote is present or represented. If this majority is not reached, a second meeting or a ballot voting of the General Assembly shall be held. In the event that the General Assembly holds a ballot voting, a summary in writing of the arguments in favour and against the amendments prepared by the Council and/or by the group of members who called for the General Assembly shall be sent to the Members together with the notice of the ballot. In this second meeting or ballot voting, amendments to the Articles of Association and Bylaws of the Corporation can be made by a two-thirds majority regardless of the number of Members present and represented or voting.
9.5 Votes in the meeting are by a show of hands; if requested by a Member, they will take place by secret ballot. The Council shall establish and communicate the results of the ballot voting.
10.1 The property, affairs and business of the Corporation shall be managed by a Council (the “The Council”) and, except as otherwise expressly provided by law, the associated Articles of Incorporation or these Bylaws, all the powers of the Corporation shall be vested in the Council.
10.2 The Council of the Society consists of the President of the Society, the President-elect, the Past-President, the Treasurer, the Secretary and nine (9) further Officers. For the purposes of these Bylaws of the Corporation and the associated Articles of Incorporation the term “Director” shall refer and be interchangeable with “Council Officer”, and the term “Board of Directors” shall refer and be interchangeable with “The Council.” The Officers shall represent the following areas:
a. Engineering / Physical sciences (2 Officers);
b. Biological sciences (2 Officers);
c. Medical applications (1 Officer);
d. Food Applications (1 Officer);
e. Environment applications (1 Officer);
f. At-large (2 Officers).
10.3 Council Officers shall be Society Members with membership entitled to be eligible to the Council (Article 4.2). Lists of candidates for each position on the Council shall be prepared by a Nominating Committee appointed by the Council.
10.4 Except for the office of President, of President-elect, of Past-President, of Treasurer and of Secretary, the Council shall constitute itself. The Council shall elect from among the Officers any function as may be deemed necessary. The Council shall also decide on the authority to sign on behalf of the Society. The Officers of the Corporation shall have such duties as generally pertain to their respective offices. As well as such powers and duties that are prescribed by law or conferred by the Council. The Council may require any Officer to give such bond for faithful performance of his duties as the Council may see fit.
10.5 Each Council Officer’s term of office shall last for four (4) years (except in the case of force majeure) and shall be renewable only once. About one-half of the Officers (alternating between four and five Officers each subsequent election) are renewed every two years. The President-elect shall hold office for two (2) years, after which he/she shall hold office as President for two (2) years and which shall hold office as Past-President for two (2) years (except in the case of force majeure). At any point, a Council Officer can run for President, Treasurer or Secretary positions at the following election.
10.6 At least 30 days before the vote, the Society Nominating Committee will send out a request for nominations of the candidates for the various categories of Officers by the individuals qualified to vote, or by the members of the Society Nominating Committee. The Society Nominating Committee will be chaired by the Past-President.
10.7 The Council meets as often as deemed necessary. If deemed appropriate by the President, the Council may transact its business by mail or secured internet ballot, telephone conferencing or similar means. Each Council member is entitled to convene a Council meeting provided it is supported by at least two other Council members. Records of the decisions of the Council shall be kept by the Secretary in printed and electronic versions.
10.8 To ensure the continuity of the Council’s work and facilitate the transfer of information between the current “old Council” and the “next one”, the installation of the new Council Officers and the “retirement” of current Council Officers must occur at the time of a “physical” General Assembly, thus at the time of the World Congress. The last meeting of the “old council” has to be planned to be held at the beginning of the World Congress (before the General Assembly) and the first meeting of the “new council” at the end of the World Congress, after the General Assembly.
10.9 In case of force majeure (pandemic, political crisis, closure of the borders, travel bans, etc.) that would impose the postponement of the World Congress, the election and the instalment of the new Officers would have to be postponed concomitantly. Such postponement implies the prolongation of the mandates of the Council Officers, which requires the approval of the Council by 2/3 majority. Besides this collective approval, the Secretary, or in his/her absence, the President, must collect the individual approval of each Officer of the Council. If one or more members of the Council Officers does not agree or is unable to abide by the prolongation of his/her mandate, a partial election will be organized to replace him/her/them before the next General Assembly.
10.10 Partial elections: In the case that one or several Council Officers stop voluntarily or involuntarily his/her mandate(s) (health conditions, change in professional status, accident…), partial elections will be organized to cover the vacant position(s). The announcement of the partial election must occur in less than 30 days after the notification to the council of the demission of the Council Officer. Nominations and then election period itself will follow the rules of the periodic elections of the Council members, except that the mandates will terminate at the term of the mandate of the dismissing Officer(s).
10.11 The Council is responsible for, in particular:
a. Preparing and implementing the decisions of the General Assembly;
b. Managing the ongoing affairs of the Society;
c. Taking the decisions provided for in these Articles of Association;
d. Proposing membership fees to the General Assembly;
e. Approving membership applications;
f. Maintaining updated membership lists.
10.12 The Council represents the Society towards third parties.
10.13 The Council may appoint committees that may be necessary to pursue the objectives of the International Society for Electroporation-Based Technologies and Treatments. Any committee may be composed of any of the Council Officers and other Society Members. The Council shall define the powers, responsibilities of such committees. The members and chairpersons of all committees shall be appointed by the Council for a term set by the Council or until their successors are duly elected, but at all times shall be subject to removal at any time by a majority vote of the Council. No committee appointed by the Council shall consist of fewer than three (3) members. The voting rights, if any, and any other powers or scope of responsibility of the committee other than Directors shall be specified by the Council in its resolution creating the committee. Except that no committee shall have the power to:
a. Approve amendments to these Bylaws or Articles of Incorporation,
b. Approve any action or exercise any authority requiring the approval of more than a majority of quorum of the Council under the laws of the Commonwealth of Virginia, the Articles of Incorporation or the Bylaws,
c. Take action for which final authority is reserved to the Corporation or which has been prohibited by resolution of the Council,
d. Take other action which may not be delegated to it under the laws of the Commonwealth of Virginia or under the provisions of the Articles of Incorporation or these Bylaws.
10.14 The Council may install a technical secretariat to the extent necessary to assist the Council. The staff of the secretariat shall be paid by the ISEBTT. No Officer should receive compensation.
10.15 The Council may take a decision if at least eight (8)members of the Council participate. Decisions of the Council are taken by a majority of the votes cast. In the event of a tie of votes, the President of the Society has the deciding vote.
10.16 The Council may take decisions by means of circular resolutions provided that no member of the Council calls for an oral discussion. Circular resolutions are passed by a majority of the votes of all members of the Council, and, in the event of a tie of votes, the vote of the President of the Society shall be the deciding vote.
PRESIDENT IN PARTICULAR
11.1 Without limitation of the rights and duties referred to in other provisions of these Bylaws of the Corporation, the President of the Society has the following further duties:
a. The President of the Society shall, in general, supervise and control the business and affairs of the ISEBTT. The President shall preside the meetings of the Council and can be selected to preside over the General Assembly. The President shall be responsible for executing policies determined by the Council and by the Membership at General Assemblies. The President shall see that all orders and resolutions of the Council are carried into effect.
b. The President shall act as Spokesperson for the ISEBTT. The President may delegate this duty to any other member of the Council.
c. The President may temporarily fill vacancies in the Council for the unexpired term after consultation with the Council, from the list of candidates for the category in question from the last election. The Officer thus appointed shall have an advisory vote in the Council and will serve until an election is held as per 10.10.
TREASURER IN PARTICULAR
12.1 The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such bank accounts as shall be designated by the Board. The Treasurer shall be responsible for:
a. Maintaining adequate financial accounts and records,
b. Preparing appropriate operating budgets and financial statements,
c. Reporting on the financial status of the Corporation,
d. Preparing all tax filings as required by law,
e. Performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or the President.
12.2 The Treasurer may not sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments unless expressly delegated to do so by the Board by these Bylaws or by law. In addition, the Treasurer shall perform all duties incident and appertaining to the office of Treasurer and such other duties as from time to time may be assigned to the position by the Council or President.
12.3 Election and Terms of the Treasurer : The Treasurer can be nominated by any member of the Society and elected by secret ballot by the General Assembly. As for the other Council positions, nomination to the Treasurer position is exclusive: the nominee cannot compete for another Council position within the same election. The mandate is for 4 years (except in the case of force majeure) and it is renewable for 4 more years if Treasurer is reelected for this position at the end of the first mandate. At the end of his/her mandate(s), the Treasurer will become Past- Treasurer for two years, to ensure the transition with the newly elected Treasurer.
SECRETARY IN PARTICULAR
13.1 The Secretary shall assist the President. In particular Secretary shall help the President to prepare the agenda for Council meetings and General Assembly, maintain a register of all member attendance at meetings, taking minutes of the meetings and preserving the minutes of all such meetings. The Secretary will act in particular as secretary of all meetings of the Council. When requested to do so they shall also act as secretary of the meetings of the committees of the Board. He/she shall keep and preserve the minutes of all such meetings in printed and electronic versions. He/she shall see that all notices required to be given by the Corporation are duly given, shall have custody of all deeds, leases, contracts and other important corporate documents, shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, shall see that all reports, statements and other documents required by law (except tax returns) are properly filed, including the filings of any reports with the Virginia Office of Consumer Affairs; shall have care of and be responsible for maintaining a record of all donors and the amount of their contributions, shall be responsible for the written acknowledgment of all contributions and shall, in general, perform all the duties incident to the office of Secretary and other duties as from time to time may be assigned to the Secretary by the Council or President.
13.2 Election and Terms of the Secretary : The Secretary can be nominated by any member of the Society and elected by secret ballot by the General Assembly. As for the other Council positions, nomination to the Secretary position is exclusive: the nominee cannot compete for another Council position withinthe same election. The mandate is for 4 years (except in the case of force majeure) and it is renewable for 4 more years if Secretary is reelected for this position at the end of the first mandate. At the end of his/her mandate(s), the Secretary will become Past- Secretary for two years, to ensure the transition with the newly elected Secretary.
14.1 Two individuals shall act as Auditors. They may be Members of the Society, but not of the Council. They may be nominated by the Council or by any member of the Society
14.2 The Auditors shall be elected by the General Assembly at the General Assembly meeting for a term of two (2) years (except in the case of force majeure), such term being renewable.
14.3 The Auditors audit the accounts of the ISEBTT every year and prepare the Auditors’ report addressed to the General Assembly. During the year, the Auditors may check the accounts of the Society on a random basis.
CORPORATE RECORD KEEPING AND MISCELLANEOUS PROVISIONS
15.1 The Corporation shall keep as a permanent record minutes of all meetings of its Board and all actions taken by a committee of the Board. The Secretary will ensure this task, storing printed and electronic records of these documents, and in general, of any document important for the Society.
15.2 The Corporation shall maintain appropriate accounting records.
15.3 The Corporation shall maintain its records in hard copy or in accessible electronic form.
15.4 The Corporation shall keep a copy of the following:
a. The Corporation’s Articles of Incorporation and all amendments currently in effect,
b. The Corporation’s Bylaws and all amendments currently in effect,
c. A list of names and business addresses of the Corporation’s current Directors and Officers,
d. The Corporation’s most recent annual report delivered to the State Corporation Commission,
e. Completed IRS form 1023 filed by the Corporation when seeking exempt status.
15.5 The fiscal year of the ISEBTT shall begin on 1 January and end on 31 December of each year.
15.6 When used in this document, masculine pronouns shall include the feminine and vice versa, the singular shall include the plural and vice versa
DISSOLUTION OF THE CORPORATION
16.1 The ISEBTT may be dissolved at a properly constituted General Assembly at which a majority of the Members eligible to vote is present. If this majority is not reached, a second General Assembly shall be convened. In this meeting, the Society may be dissolved whatever shall be the number of present Members.
16.2 A resolution to dissolve the ISEBTT is passed if it gains the vote of at least two-thirds (2/3) of the Members present at the General Assembly.
16.3 In the event that the ISEBTT is dissolved, the proceeds of the liquidation of the Association’s assets shall be allotted to a non-profit organization pursuing purposes of public interest similar to those of the Association.
LIABILITY AND INDEMNIFICATION
17.1 To the full extent permitted under the Virginia Nonstock Corporation Act as it exists on the date of adoption of these Bylaws or is hereafter amended regarding the limitation or elimination of liability for Directors or Officers, a Director or Officer of the Corporation shall not be liable to the Corporation for monetary damages.
17.2 To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and to any other applicable law, the Corporation shall indemnify a Director or Officer of the Corporation who is or was a party to any proceeding by reason of the fact that they are or were such a Director or Officer and is or was serving at the request of the Corporation as a Director, Officer, employee or agent.
17.3 Reference herein to Directors, Officers, employees or agents shall include former holders of the aforementioned positions and their respective heirs, executors and administrators.
ADOPTION OF BYLAWS
18.1 As per Article 10 and specifically Articles 10.11b and 10.11c, the Council proposed amendments to the previous Bylaws. As per Article 9, specifically Article 9.4, the amendments were voted on and approved by a 2/3 majority (between 93.3 and 98.6 % of the votes were in favor) of the General Assembly. Thereby, these amended Bylaws having been approved by the General Assembly (members) of the ISEBTT through an electronic vote taking place in November 2021 are in effect as of December 1, 2021. Results were made public on the 8th of December of 2021.
For the International Society for Electroporation-Based Technologies and Treatments:
Pr. Dr. Lluis M. Mir, President of the ISEBTT
Pr. Dr. Javier Raso, President-Elect of the ISEBTT