OF CARDIOVASCULAR PHARMACOTHERAPY
Article l Designation and objectives
Article II Membership
Article III The General Assembly
Article IV The Board of Directors, its Executive Committee and the Nominating Committee
Article V Other ISCP Advisory Committees
Article VI Finances
Article VII Signing Authority/Electronic Voting
Article VIII Dissolution, Liquidation
Article IX Amendments, Applicable Law, Dispute Resolution
Designation and Objectives
Section 1.1. The International Society of Cardiovascular Pharmacotherapy (“ISCP”), is a non-governmental, not-for-profit organization, which has been established as a Swiss association in accordance with the provisions of Article 60 et seq. of the Swiss Civil Code.
Section 1.2. The objectives of ISCP are to promote the collection and dissemination of knowledge about cardiovascular (“CV”) pharmacotherapy in order to facilitate more appropriate and effective clinical use of pharmacological agents worldwide. These objectives involve bringing together cardiac physicians, pharmacologists, pharmacists, scientists, medical practitioners, researchers, and other health care professionals worldwide, and the organization of meetings and other opportunities for this community to exchange information, including international congresses, interactive online platforms and publications such as a peer-reviewed scientific journals and book series.
Section 1.3. The duration of the organization’s existence is indefinite.
Section 1.4. ISCP shall maintain a domicile in Bellinzona (TI), Switzerland. The organization may maintain other offices in or outside Switzerland, as may be decided by the Board of Directors.
Section 2.1. Membership is open to all healthcare professionals and researchers who have an interest in CV pharmacotherapy. Applications can be made online through the association’s website or in writing to ISCP’s secretariat.
Section 2.2. Categories of Membership
The association may have several categories of members, carrying different membership rights and membership fees, which shall be established, reviewed and regulated by the Board of Directors subject to the approval of the General Assembly. The range of membership categories offered is intended to increase the scope and range of the association’s membership and to make registration more accessible to different sections of the healthcare population having an interest in CV pharmacotherapy, as well as to encourage support for the association and its objectives. Membership categories shall include Full Members and Emeritus Members as described below, as well as such other categories as the Board of Directors may wish to create, subject to approval by the General Assembly. Qualifications for membership, or eligibility for membership in a given category, as well as any fees, benefits, attendance and voting rights to General Assemblies, shall be regulated by the Board of Directors, and approved by the General Assembly before they shall come into effect.
a) Full Members: Full Members may participate in all of the ISCP’s meetings and activities, shall receive the association’s newsletter and journal, have unrestricted access to ISCP’s website, and may attend and vote at all of the association’s General Assemblies. Full Members may also benefit from opportunities, additional services and discounts as may be described on the association’s website. Full Members shall be eligible for nomination to the association’s Board of Directors.
b) Emeritus Members: The Board of Directors may invite Full Members who have retired from their professional activities or who have demonstrated exceptional knowledge in the field of CV pharmacotherapy and/or who are considered valuable to the association and its members, to become Emeritus Members of the association. Emeritus Members will be entitled to be present at all of the association’s meetings and activities and to attend General Assemblies, but shall not have voting rights.
Section 2.3. Membership fees
All membership fees are due on January 31st of every calendar year and membership is valid until December 31st of that calendar year. All membership fees shall be approved by the General Assembly every calendar year for them to come into effect the following calendar year. Emeritus Members shall be exempt from paying membership fees. Applicants to full membership who can demonstrate that their financial situation makes them unable to pay the full fee, may apply -in writing- to the President for reduced fee membership. Applications for reduced fee membership shall be subject to approval by the Board.
Section 2.4. Termination of Membership
Any membership may be terminated if the relevant membership fees are not received by March 31st of the relevant calendar year, and/or members fail to respond in writing using appropriate communication means to ISCP’s membership fee payment requests. The Board of Directors may also, at its sole discretion, terminate the membership of any member who is found to or is reasonably believed to have acted dishonestly and/or engaged in activities that could potentially bring ISCP or its members into disrepute.
Members whose memberships have been terminated or expired are entitled to appeal to the Board of Directors for reinstatement.
Section 2.5. Register of Members
The ISCP must at all times keep an up-to-date register of all its members
The General Assembly
Section 3.1. The General Assembly is a meeting of the association’s Full Members and is the supreme governing body of the ISCP.
Section 3.2. The General Assembly shall;
a) Be validly convened: To this effect, the Board of Directors shall send an invitation to all Full Members and Emeritus Members of ISCP, by e-mail and/or by posting an announcement on the ISCP’s website, with details as to date and venue of the General Assembly, at least ninety (90) days prior to the date of the General Assembly meeting;
b) Meet ordinarily once every calendar year at such times and places as designated by the Board of Directors, usually coinciding with an Annual Scientific Meeting of the ISCP;
c) Elect its Board of Directors from amongst the association’s Full Members;
d) Receive an annual report about the activities of the association and its management;
e) Approve the date/place of the following Annual Scientific Meeting;
f) Approve the association’s annual financial reports;
g) Vote on the discharge of any responsibilities or obligations of any member of the Board of Directors;
h) Adopt or request amendments to the association’s Statutes as required and approve any additional membership categories, resolutions, regulations or bylaws as proposed by the Board of Directors;
i) Approve the minutes of the previous General Assembly;
j) Ratify any decisions made by the Board of Directors regarding the admission of any new members and or termination of membership;
k) Ratify the decision of the Board of Directors regarding the exclusion of members or the termination of any membership due to disciplinary or other reasons;
l) Ratify the appointment of any Full Members to any positions as may be required by any three (3) members of the Board of Directors, or its President, including nominations for the positions of President, Vice President, Secretary, Treasurer or any other positions to be held by members of the Board of Directors;
m) Approve the association’s future development plans;
n) Ratify the association’s membership fees and membership categories;
o) Review and approve any reports submitted by the Board of Directors; and
p) Vote on matters such as the dissolution of ISCP or change of purpose of the association.
Section 3.3. Special or extraordinary meetings of the General Assembly may also be called by the President, or any five (5) members of the Board of Directors, or at the request of fifty percent (50%) of the association’s Full Members respecting the same time deadlines. All General Assemblies may be held online using Internet conferencing services, or via telephone conference calls, provided that these assemblies are accessible to all Full Members of the association.
Section 3.4. Agenda items
The agenda for all General Assemblies shall be determined as follows:
a) The agenda and any proposals to be voted on at an ordinary annual General Assembly shall be determined by the Board of Directors, and shall be made available to all Full Members and Emeritus Members by e-mail or via the association’s website at least thirty (30) days prior to the date of the General Assembly meeting.
b) Full Members wishing to include motions or items for discussion on the agenda of any ordinary annual General Assembly meeting, must submit them to the President in writing at least sixty (60) days prior to the date of that General Assembly meeting.
c) Any motions or items for discussion that have been requested by at least ten (10) Full Members shall be automatically added to the agenda of the following General Assembly, provided these requests are received at least sixty (60) days prior to the date of the General Assembly.
d) In the event of a special or extraordinary General Assembly, the agenda shall be set by the persons convening the meeting in accordance with Section 3.3 above.
Section 3.5. Motions
Except where otherwise specified in these Statutes, all issues and motions to be voted on at a General Assembly meeting will be settled by a simple majority of votes cast by the Full Members present. The President of the Board of Directors shall convene and chair the General Assembly’s meetings and does not vote, but has the casting vote in the event of a tie.
The Board of Directors, its Executive Committee and the Nominating Committee
Section 4.1. The Board of Directors
The Board of Directors is elected by the General Assembly and is responsible for all management decisions made on behalf of the association. The Board of Directors is collectively accountable to the General Assembly for all of its decisions and activities.
All Board Members must be Full Members of the association.
Section 4.2. Composition
The Board of Directors shall consist of a minimum of seven (7) and a maximum of fifteen (15) directors. The composition of the Board of Directors shall include:
a) A President, who shall be the President-Elect voted in by the previous year’s General Assembly. Should the President be prevented from fulfilling his/her tasks, the President Elect will be entitled to take over the role of President. The decision must be approved by a majority vote representing two thirds (2/3) of the Executive Committee membership.
b) A Vice-President (who shall be the President Elect for the following calendar year)
c) A Past President (who shall usually be the President from the previous calendar year or in case of force majeure, another past President as elected by the Board of Directors);
d) A Secretary;
e) A Treasurer, and
f) At least three (3) and up to a maximum of ten (10) other directors.
The Board of Directors is entitled to appoint, on a yearly basis, up to four (4) advisors, from among the membership of ISCP, should a particular expertise be required by the Board.
Section 4.3 Terms of Office
The term of office of any director is three (3) calendar years, with the option to be reelected for another three (3) terms (maximum). In the event that a member of the Board of Directors retires during his/her term of office, he/she shall be replaced at the following General Assembly meeting for the remaining period of that departing director’s three year term. The Board of Directors may in the meantime co-opt another Full Member of the association to act as an interim Board Member. The term of office of the President is one (1) year beginning on January 1st of the calendar year. He/she must also have served one (1) year previously as Vice President (President-Elect), and shall serve one (1) year afterwards as Past President. Unless otherwise specified in these statutes or decided by the General Assembly or the Board of Directors, the period for calculating the dates of office of any committee or of any person shall be the calendar year.
Section 4.4. Co-option
The Board of Directors may co-opt such members to the Board of Directors as it deems fit from time to time, subject to its maximum limit of fifteen (15) directors. Co-opted directors may only serve for a period of one (1) or two (2) years, and for a maximum of two (2) terms (i.e., four (4) years in total). A co-opted member may stand for election at a General Assembly, and any previous time spent as a co-opted Board of Directors member shall not be counted should that person be elected.
Section 4.5. Quorum
Any decision of the Board of Directors shall require the vote of at least five (5) of its directors. The President or his/her acting deputy director shall have the casting vote in the event of a tie. Meetings of the Board of Directors may be held by telephone or over the Internet, and any resolutions of the Board of Directors may be passed by a written majority vote, via e-mail exchanges, coordinated by the President and the Secretary of the Board of Directors.
Section 4.6. The Executive Committee
To facilitate the day-to-day operations of the ISCP and to minimise any delays in the running of its affairs, the Board of Directors may delegate its management responsibilities and the task of reviewing the activities of any executive management it hires to a subcommittee of its members (the “Executive Committee”), consisting of the President, the Vice-President, and up to six (6) additional members (usually, but not exclusively, selected from among the membership of the Board of Directors). These members shall be elected by a simple majority vote of the Board of Directors. At least 55% should cast their vote for the election to be valid. In the case of a draw, the President’s vote will be counted as double. The composition of the Executive Committee shall not exceed eight (8) directors in total. The Treasurer shall be invited to attend all meetings of the Executive Committee if he/she is not a member of the Executive Committee. The term of office of members of the Executive Committee will be determined by the Board of Directors and its composition shall be reviewed at least once every two (2) years. The Executive Committee shall report and be accountable to the Board of Directors as a whole.
Section 4.7. Appointment of Business Management
The Board of Directors may hire a Business Manager and additional personnel or external consultants to act as the association’s executive management and secretariat to handle the association’s day-to-day activities, finances and operations. The Board of Directors shall be collectively responsible for the management of such personnel or external consultants.
No executive management hired by the Board of Directors may be a Full Member of the association or a member of the Board of Directors. The Business Manager shall be accountable to the Board of Directors as a whole and not just its Executive Committee. Paid employees of the association have only a consultative vote on the Executive Committee.
Section 4.8 Remuneration
The Board members agree to work on a voluntary capacity and as such can only be reimbursed for reasonable expenses and travel costs related directly their voluntary work. Potential attendance fees cannot exceed those paid for official commissions. For activities beyond the usual function, each Board member is eligible for appropriate compensation.
Members of committees or boards who are requested to carry out ISCP activities that are beyond their usual commitments and/or incur in expenses related to those additional tasks are eligible for appropriate financial compensation. The latter should be agreed beforehand between ISCP and the individual
Section 4.9 . The Nominating Committee
To maintain best governance practices and ensure the continuity of the good function of the Board of Directors, the Board of Directors may create a subcommittee of its members (the “Nominating Committee”).
a) The Nominating Committee shall consist of the following directors:
(i) the President (as an ad hoc member, without voting rights);
(ii) the immediate Past President, who will act as the chairman of this subcommittee; and
(iii) at least three (3) other members of the Board of Directors who will be appointed by the Board of Directors. No director who is running as a candidate for the position of President or President-Elect during the next calendar year may serve on the Nominating Committee.
b) The Nominating Committee shall be responsible, each year, for recommending:
(i) at least three (3) potential new directors to join the Board of Directors for a new three (3) year term;
(ii) a President (if no President-Elect was voted in by the General Assembly the previous year or that person resigned or their membership was terminated); and
(iii) at least one candidate to run as President-Elect and to act as President for the following calendar year;
c) The Nominating Committee shall also be responsible for vetting and recommending any directors to be co-opted by the Board of Directors or to be appointed in case of the departure or resignation of a Board of Directors member.
d) The Nominating Committee shall not make any binding decisions, but shall submit its recommendations to the Board of Directors and the General Assembly, who shall not be bound by the Nominating Committee’s recommendations.
e) The Nominating Committee shall ensure that any candidate for the position of President-Elect must be:
(i) a Full Member in good standing;
(ii) a CV pharmacotherapy professional of high moral and academic and/or medical standing;
(iii) known internationally as a scientist and/or clinician in the field of CV pharmacotherapy;
(iv) endorsed by at least two (2) members of the Board of Directors (who may be members of the Nominating Committee); and
(v) a person who has already previously served at least one (1) year on the Board of Directors.
Other Advisory ISCP Committees
Section 5.1. The International Council of Governors (“CoG”)
The ISCP shall have an International Council of Governors, which will act as an advisory body to the Board of Directors.
Section 5.2. Composition of the CoG
The CoG shall consist of one (1) or more Full Members in good standing who will be appointed as representatives for the different countries worldwide. The CoG shall be chaired jointly by the Vice-President and the immediate Past-President of the ISCP, and shall also include a Coordinator who shall be appointed by the Board of Directors and selected from among the members of the CoG . Governors will have an ambassadorial role for ISCP in their countries and contribute to the development of ISCP’s educational programmes. The mandate and function of the CoG shall be purely advisory and may be defined further in specific bylaws or regulations approved by the General Assembly. The term of office of any individual CoG member is two (2) years and members of the CoG shall not serve for more than six (6) years on the CoG in total (i.e., more than two (2) additional terms) unless extended by the decision of at least 55% of the Board of Directors under exceptional circumstances.
Section 5.3. Additional Advisory Committees
The Board of Directors may appoint such other bodies as it deems fit from time to time to organise specific congresses or to attend to particular projects. The composition and mandate of any such advisory committees may be defined in any regulations or bylaws that the Board of Directors may issue governing the organisation and behaviour of that committee.
Section 6.1. Fiscal Year
The fiscal year of the ISCP shall be the calendar year. The Treasurer of the Board of Directors shall monitor the association’s day-to-day financial affairs together with the Executive Committee, and the Board of Directors may appoint (whenever financial circumstances so allow) an independent external auditor to review and present the association’s annual financial reports for the previous calendar year to the General Assembly for approval.
Section 6.2. Revenues
The income of the ISCP shall consist of:
a) Membership fees;
b) Proceeds from any ISCP Scientific Meetings and other events;
c) Subsidies, donations, fundraising efforts, sponsorship of meetings;
d) Royalties and sale of ISCP sponsored or endorsed publications; and
e) Any other revenue-generating schemes as shall be approved by the Board of Directors.
Section 6.3 Expenditures
Any expenditures of up to Five Thousand Swiss Francs (CHF 5’000) not already approved in the budget may be approved by the Executive Committee on its own.
Expenditures above that amount shall require prior approval of the Board of Directors
Signing Authority/Electronic Voting
Section 7.1. Signing Authority
All directors serving on the association’s Executive Committee shall have joint signature rights and the signature of any two (2) Executive Committee directors shall be legally binding on the association accordingly. Other members of the Board of Directors may also be given joint signature rights by a majority vote of the Board of Directors should the Board of Directors deem this useful or necessary. The Board of Directors may also designate additional persons to have joint signature rights on any of the association’s bank accounts, including the association’s Business Manager. The joint signature of the Business Manager and another Executive Committee director shall also suffice to bind the Board of Directors and the ISCP on any legal contracts with respect to third parties, and the members of the Executive Committee shall also have joint signature rights (together with the Treasurer) and direct access to all information regarding the association’s bank accounts.
Section 7.2. Electronic Voting
Electronic voting will be acceptable for any resolution or motion that is to be passed by the Board of Directors and/or the General Assembly. Electronic voting may occur by simple exchange of e-mails between the members of the Board of Directors or by a poll taken by all of the Full Members of the association acting as a General Assembly. Any electronic voting by the General Assembly shall be conducted using a generally recognised online survey service, and no proxy voting shall be allowed for any electronic voting processes.
Section 8.l. Dissolution
The dissolution or fusion of the ISCP with another association or organisation can only be decided by a two-thirds (2/3) majority vote of all Full Members attending a General Assembly, which may be especially convened for that purpose.
Section 8.2. Liquidation
Should the association/foundation be dissolved, the available assets should be transferred to a non-profit organization pursuing public interest goals similar to those of the institution and likewise benefiting from tax exemption. Under no circumstances should the assets be returned to the founders or members. Nor should they use the association’s assets –totally or partially- for their own benefit.
Amendments, Applicable Law, Dispute Resolution
Section 9.1. Amendments
These Statutes may be amended or altered in whole or in part and new Statutes may be adopted by the General Assembly either electronically or at a meeting of the General Assembly, provided adequate notice is given.
Section 9.2. Applicable Law
These Statutes shall be interpreted and construed in accordance with Swiss law. The English text of the Statutes is the original version.
Section 9.3. Dispute Resolution
a) Mediation. Any dispute, controversy or claim arising under, out of or relating to these Statutes and any subsequent amendments to these Statutes, including, without limitation, any regulations or bylaws, their formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims brought by any members against the association, its management, or by one member against another in the context of ISCP’s activities, management, governance or membership shall be submitted to mediation in accordance with the World Intellectual Property Organisation (WIPO)’s Mediation Rules in effect at that date. The place of mediation shall be Bellinzona (TI), Switzerland. The language to be used in the mediation shall be English.
b) Arbitration. If, and to the extent that, any dispute, controversy or claim provided for in Section 9.3.a) above has not been settled pursuant to a mediation within ninety (90) days of the commencement of that mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at that date. Alternatively, if, before the expiration of the said period of ninety (90) days, a party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the another party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Bellinzona (TI), Switzerland. The language to be used in the arbitral proceedings shall be English.