JIARE : JIARE By Laws

JIARE By Laws

ARTICLE 1: NAME

The name of the organisation is Joint International Academies of Research and Education (Hereafter referred to as JIARE, “The Organiser”).

ARTICLE 2: DEFINITIONS

Chair: The person who is responsible for conducting the business of a meeting. The term embraces the terms “chair” and “chairperson” when used in a similar context.

Council: The World Council or governing body of JIARE unless specifically and clearly used in the Bylaws and/or the Regulations of Council to refer to another organisation.

Executive Committee: The Executive Committee of the Council established in accordance with the requirements of the Bylaws of The Organisation.

Ex-Officio: An Ex-Officio Member of a Committee is a member by virtue of his or her office and shall not have voting rights unless otherwise specified in the Bylaws and Regulations.

Fund holders: Persons holding offices in The Organisation and who are allocated funds.

Legally registered: Those medical practitioners who are officially recognized by the government of the country as having had the completion of their professional training certified and are currently fit and proper persons to practice medicine.

Levy: To impose or collect a fee, or the money so raised.

Logo: A symbol of graphic artwork designed specifically to identify The Organisation, a region of The Organisation, or an event or activity of any type being conducted for, or under the auspices of, The Organisation.

Member/membership: When these terms, all spelled in lower case, are included in the body of the Bylaws or the Regulations of Council, they include all categories of membership of The Organisation, or any of the constituent organisations of The Organisation, as indicated.

Member Organisation: A professional organisation which is a Full Member or Associate Member of The Organisation.

Members present (in person): e.g. those “present” at a meeting. This term includes those physically attending the meeting, and those who hold a legitimate and certified proxy for another organisation or individual.

Public Officer: The person appointed by the Council to be the legal representative of The Organisation as may be required by any national law or by any statutory authority of a country.

Recognised Health Professions: Those professions which are concerned with health care and whose area of care is clearly defined, is based on authentic education and research, and entails a certified training programme.

Region: A grouping of Member Organisations so defined by Council on the basis of an area considered as a unit for geographical, functional, social or cultural reasons.

Regulations: The Regulations of Council as appended to the Bylaws of The Organisation at the time of adoption of the Bylaws and any additions or amendments subsequently made in accordance with the Bylaws.

Responsible officer: The person appointed by the Council to be responsible for the statutory and administrative affairs of The Organisation as required by law or by the Bylaws of The Organisation, or the Regulations of Council, or as directed by the Council.

Secretariat: The administrative centre of an Organisation and in the case of The Organisation, the office of the responsible officer.

Service activities: Those aspects of medical practice which are concerned with the process and management of the delivery of health care or patient medical care.

Significant Organisation: An organisation which in general is regarded by the medical profession as an organisation of academic status and consisting of a sufficient number of members that it can be regarded as representative of the professional people of the country or region.

Term of Office: The duration of time that an individual holds a position of responsibility.

Terms of Reference: A list of duties, responsibilities and tasks to be achieved by an individual or individuals or by any committee or working party established by The Organisation undertaking an assigned task for The Organisation.

ARTICLE 3: GOVERNANCE

By Laws and Regulations

The affairs of The Organisation shall be governed in accordance to these Bylaws and their accompanying Regulations of Council.

ARTICLE 4: PURPOSE

Mission

The Mission of The Organisation is to promote excellence in research and education.

ARTICLE 5: MEMBERSHIP

Eligibility and Classification

The membership of The Organisation shall consist of:

Full Members
National organisations or a group of national and international organisations, which are representative of professional people of that country or those countries and a majority of whose constituent voting membership consists of professional people who are legally recognised to practise in their various disciplines within that country or those countries. The voting membership of such organisations may include professionals in training. No component member of a group shall hold membership of JIARE in its own right.
Associate Members
National Organisations or a group of national and international organisations which are representative of a professional person of that country or those countries not seeking Full Membership, or which are deemed by the Council not to fulfil the requirements for Full Membership, and of whom the majority of the constituent voting membership are duly qualified and registered to practise as professional person in that country or those countries.
Direct Members
Individual persons who are members of a recognized health profession and who support the Mission of The Organisation and who desire affiliation.
Academic Members
Academic Departments/Training Programs of Professional disciplines which are actively involved in teaching and research, support the Mission of The Organisation and desire affiliation with The Organisation.

Application

Applications for membership shall be made in accordance with the Regulations.

Termination of Membership

Membership in The Organisation shall terminate upon the occurrence of any of the following:

Resignation
Failure to maintain membership requirements in accordance with the Regulations
Default in the payment of fees to The Organisation
Revocation of Membership by the Council in accordance with the Regulations
Revocation

Any Member Organisation or Officer of The Organisation may file a written complaint against another Member Organisation alleging that that Organisation's policy is no longer in accord with the provisions of Article 4 of the Bylaws, in accordance with the Regulations.

The complaint shall be considered by Council and after due consideration of the complaint any decision by Council regarding the complaint shall be by a two-thirds (2/3) majority of Members of Council.

ARTICLE 6: ORGANISATIONS IN COLLABORATIVE RELATIONS

Eligibility

International Organisations whose missions and objectives are consistent with those of The Organisation and who are not eligible for, or who do not seek Full or Associate Membership.

Application

Applications for Collaborative Relations shall be made in accordance with the Regulations.

Review of Relations

Organisations in Collaborative Relations may be reviewed by Council on the recommendation of Executive Committee. Refer to Regulations Clause 5.

ARTICLE 7: HONOURS AND AWARDS

Fellowship

Fellowship of JIARE is the most prestigious award bestowed on individuals who have rendered outstanding service to The Organisation. Fellows of JIARE shall enjoy the privileges of Honorary Life Direct Membership. The procedure for the award of Fellowship shall be made in accordance with the Regulations.

Honorary Life Direct Membership

Honorary Life Direct Membership may be awarded to individuals in recognition of their contribution to the work of The Organisation and/or to Research and Education on a world basis.

Past Presidents of JIARE shall be awarded Honorary Life Direct Membership. The procedure for the award of Honorary Life Direct Membership shall be made in accordance with the Regulations.

ARTICLE 8: FEES (Subscriptions) AND FUND RAISING

Annual Fees of Member Organisations

Each Member Organisation shall be required to pay annual fees which shall be recommended by Executive Committee, prescribed by Council at each of its regular meetings, and collected in accordance with the Regulations. Special assessments may be levied by an affirmative vote by two-thirds (2/3) of Council.

None Payment

Any Member Organisation which has not paid its total triennial fees or assessments at the time of the Annual Meeting shall not be entitled to representation on Council or other Committees, and its members shall not be entitled to hold office in JIARE.

The Organisation reserves the right to pursue, by any means available to it, the recovery of outstanding fees owed to it by a Member Organisation whose membership has lapsed due to non-payment of fees.

Annual Fees of Direct Members

Each Direct Member shall be required to pay annual fees which shall be recommended by Executive Committee, prescribed by Council at each of its regular meetings, and collected in accordance with the Regulations.

Annual Fees of Academic Members

Each Academic Member shall be required to pay annual fees which shall be recommended by the Executive Committee, prescribed by Council at each of its regular meetings, and collected in accordance with the Regulations.

Raising of Funds

In furtherance of the Mission and Objectives of The Organisation as contained in Article 4, The Organisation may raise or acquire funds by way of commercial activities, levies, requests, donations, grants, bequests, legacies or in any such similar manner.

ARTICLE 9: REGIONS

Regional Organisation

The Member Organisations shall be grouped into Regions which shall at all times uphold the Mission and Objectives of The Organisation in accordance with Article 4 of these Bylaws In particular each Region shall:

Provide a forum on a regional basis for interchange of information and knowledge
Encourage the establishment of national academic Organisations representing professional person in countries of the region
Support and encourage the development of the Member Organisations within the region
Elect Regional President for ratification by Council

ARTICLE 10: ANNUAL MEETINGS

Annual Meetings

To fulfil the Mission and achieve the Objectives of The Organisation, there shall be a regular world meeting of The Organisation held in every year

ARTICLE 11: COUNCIL

General Powers

The control and administration of The Organisation shall be vested in the Council.

Composition

The Council shall consist of the Officers of The Organisation and one representative per country or group of national Organisations (Reference Article 5 of these Bylaws). Officers of The Organisation shall have one vote each at Council.

Certification

Each Member Organisation shall notify the responsible officer of the name and address of its Member of Council, certify the credentials of the appointee, and inform of any subsequent changes. During the tenure of office, the Member of Council must be a full member of the Member Organisation.

Non-Voting Members of Council

The certified representatives of Associate Member Organisations, Academic Members or Organisations in Collaborative Relations, may attend meetings of Council, and have the privileges of the floor, but shall not have the right to vote.

Observers

Council shall admit as observers to its meetings:

Past Presidents of The Organisation.
Immediate Past Regional Presidents.
Chairs of Committees and convenors of Working Parties elected under the provisions of the Regulations.
The Editor of any journal, newsletter or other regular publication produced under the auspices of Council.
Presidents or official representative of a Member Organisation.
Other Observers.
Academic Members or their certified representatives, and Direct Members.

The President, with the concurrence of Council, may invite other observers for part or whole of the meeting.

Privileges

All observers to Council shall have, at the discretion of the Chair, the privileges of the floor, but shall not have the right to vote.

Meetings of Council

Council shall meet at the time of each Regular World Meeting. Extraordinary Meetings of Council may be called by the President with the concurrence of the Executive Committee, or upon the written request of not less than forty percent 40% of the current membership of Council, provided that written notice of such a meeting is given to members of Council not less than 120 days thereto.

Voting

Except where a two-thirds (2/3) majority is required by these Bylaws, all matters shall be decided by a majority vote of voting members of Council present in person, and those for whom a proxy has been granted. The Chair is a voting member of Council and in the case of a tied vote also has a casting vote.

Proxies

A Member Organisation in good standing which is unable to send a Member of Council to a meeting of Council, may authorize, in writing, another Member Organisation, through its appointed Member of Council, to represent it. No Member of Council may represent more than one additional Member Organisation.

Quorum

A quorum for the transaction of business of Council shall consist of a majority of the Officers of The Organisation and two-thirds (2/3) of the members of Council representing Member Organisations in person or by proxy.

Languages

The discussion at any meetings of Council shall be conducted in English.

Records

Minutes of each meeting of Council, in English, shall be kept by the responsible officer. The minutes of each meeting shall be transmitted to each Member Organisation, member of Council, and Organisation in Collaborative Relations not later than sixty (60) days following the meeting of Council.

ARTICLE 12: OFFICERS OF THE ORGANISATION

The Officers of The Organisation shall be:

President
Immediate Past President (until the conclusion of the meeting of the Executive Committee in the year after the meeting of Council).
President Elect
Regional Presidents
Three Members at Large who shall be from Member Organisations not otherwise represented on Executive Committee, one of whom shall be appointed by the Executive Committee as Honorary Treasurer.

Council, at each of its regular meetings, shall elect Officers of The Organisation. Both genders shall normally be represented. The Officers shall be elected from among bona fide members of Full Member Organisations and shall be certified in writing by a Member Organisation indicating that the nominee is a recognized member of that Member Organisation, has its support and endorsement, and agrees to accept the nomination.

The President, the Immediate Past President and the President Elect shall serve one term only in that particular office. Members at Large and Regional Presidents shall be eligible for election to that position for a maximum of two (2) terms of office. Council by Regulation shall determine the terms of office and duties, and the methods of election of the officers.

ARTICLE 13: EXECUTIVE COMMITTEE

There shall be an Executive Committee of Council whose members shall be:

The Officers of The Organisation
Chairs of Committees of Council as defined in Article 15 of these Bylaws

If a Chair of a Committee of Council is not already an Officer of The Organisation then that Chair shall be ex officio a member of Executive Committee and be granted full voting rights.

The Executive Committee shall have full authority to act for and on behalf of the World Council whenever the business of The Organisation demands prompt action in the interim between meetings of the Council or when it is impracticable to convene Council. Executive Committee shall report all its actions to Council at the earliest appropriate opportunity.

A majority of members of the Executive Committee shall constitute a quorum for the transaction of business. All members of Executive Committee shall be entitled to vote; the Chair has a deliberative vote, and in the case of a tied vote, a casting vote.

The Executive Committee shall meet:

at the time of each Regular World Meeting, prior to and following the meeting of Council.
at least once each calendar year in which there is not a meeting of Council.

ARTICLE 14: REGIONAL STRUCTURE AND FUNCTION

Regional Presidents

Each Region shall elect from its Member Organisations, a Regional President, for ratification by Council, in accordance with Article 9.

Regional Function

On request of the Member Organisations concerned, Council may declare groups of Member Organisations as constituting a new Region of The Organisation.

When considering such a request, and before making a determination, Council shall:

Take into consideration the geographic and international significance of such a region.
Be satisfied that the number of Member Organisations comprising a region is adequate for meaningful dialogue and cooperation and is not so large as to prevent close cooperation and dialogue.

The composition of any recognised Region shall be maintained unless:

Council receives a request from a two-thirds (2/3) majority of the Member organisations of the region to alter the composition, or
Council decides to alter the composition of the region.
The regions shall be responsible to Council and shall report to Council and Executive Committee at each of their regular meetings.
Council may approve of a corporate structure to administer the affairs of a region.
A region may form a regional council to act as a forum for discussion and decision making, and appoint office bearers, committees and working parties.
Financial responsibility for the affairs of a region shall be the responsibility of the Member Organisations of the region subject to the requirements of the Regulations.
A region may develop and operate under such rules or bylaws as are considered necessary for the management of the affairs of the region, providing that:
The rules or bylaws are consistent with the Bylaws and Regulations of The Organisation, and are approved by Council.

Regional Meetings

Regions may hold JIARE Regional Conferences. No Regional Conference may be held within four months of a JIARE World Conference. The Host Organizing Committee shall consult with the Executive Committee during the planning of the Regional Conference. There shall be a monetary levy paid to The Organisation and the Region by the Host Organizing Committee in accordance with the Regulations.

Other Regional Meetings

Regions may hold other meetings as required.

ARTICLE 15: COMMITTEES OF COUNCIL AND WORKING PARTIES

Committees of Council

Council shall appoint a:

Nominating and Awards Committee
Finance Committee
Membership Committee
Bylaws and Regulations Committee
Publications and Communications Committee

Other Committees of Council may be appointed by Council at any of its regular meetings when it is considered that the objectives determined by Council cannot be achieved by a Working Party.

These Committees may be disbanded or discontinued by Council at any of its meetings.

Committees shall:

be provided with specific objectives and terms of reference,
be responsible to Council and report to Council at each of its regular meetings and at such other times as requested,
have their role and function reviewed by Council at each of its meetings.
Publicize their work regularly in JIARE publications.

Working Parties

Council or Executive Committee may establish at any of their regular meetings Working Parties to facilitate business and to achieve the Objectives of The Organisation.

Working Parties shall:

be provided with specific objectives and terms of reference
be given a specific date for reporting to Council or Executive Committee
cease to exist on completion of their final report to Council or Executive Committee
publicise their work regularly in JIARE publications.

Powers, Duties, Composition and Election

The powers, duties, composition and election of Committees of Council and Working Parties shall be determined by Regulation of Council, unless otherwise stated in these Bylaws, providing that at all times the composition includes at least one member of Executive Committee or Council, and the Chair is appointed by Council unless otherwise stated in these Bylaws or Regulations.

ARTICLE 16: REIMBURSEMENTS AND REMUNERATION

Reimbursements

Officers and other persons on official business of The Organisation may be reimbursed for expenses incurred in the execution of their duties, in accordance with the Regulations Clause 1. The level of any reimbursement shall be determined by Council and Committee.

Remunerations

Executive Committee may engage and employ such persons as it considers are necessary for the conducting of the business of The Organisation. The level and type of any remuneration for such persons shall be determined by Executive Committee and ratified by Council.

ARTICLE 17: WORLD CONFERENCES

In pursuance of Article 10 of these Bylaws, Council may by a majority decision either accept responsibility for arranging a World Conference or delegate such authority to a Member Organisation, which shall be identified as the Host Organisation.

If responsibility for arranging an International Conference is delegated to a Member Organisation then Council shall by Regulation:

Determine the process for liaison and cooperation between the Host Organisation and the Council for the planning and conducting of the conference.
Determine the level of a monetary levy payable to The Organisation.
Determine the level of a delegate fee payable by individual members and none members attending the conference

ARTICLE 18: PUBLICATIONS AND MEDIA

Regular Newsletters, Periodicals or Journals

Council may from time to time approve the publication of regular newsletters, periodical and/or journals and make such arrangements as it sees appropriate for the preparation, publication and circulation of such newsletters, periodicals and/or journals.

Books, Manuscripts, Publications, Audio Visual Material, Electronic Material and Other Information Media

No books, manuscripts, publications, audio visual material, electronic material or other information media of any nature may be published and/or distributed in the name of The Organisation in any manner whatever without the approval of Council. Any royalties which result from the sale, publication or distribution of any such book, manuscript, publication, audio visual material, electronic material or other information media shall be payable to Council, which may disburse such funds in any way it so decides. Regional publications normally will be approved by the region.

Copyright and Intellectual Property

Any printed material, audiovisual material, electronic material or other information media published by Council, Executive Committee, Committees and Working Parties of JIARE, or persons working under the directions of any of these so named, shall be identified as the property of The Organisation and shall be copyright in the name of The Organisation, unless approved by Council to be otherwise. The use of any JIARE emblem, logo, trade mark, or its name for any meeting or publication of any nature, must be approved by Council.

ARTICLE 19: STAFF AND FACILITIES

Council may engage, employ and dismiss such persons as are considered necessary or convenient for the attainment of the Objectives of The Organisation. Council shall ensure that at all times there is at least one person employed, identified as “the responsible officer”, who has the responsibility, under the direction of and responsible to Council, to direct and manage the affairs of The Organisation, including the necessary financial management, and carry out such duties as are required by the Bylaws and Regulations. In the absence of such an appointed responsible officer, the President shall act as the responsible officer.

Council shall determine from time to time the conditions of employment and remuneration of all persons engaged or employed by Council, or under the delegation of Council. Council may purchase, hire or otherwise acquire such property and facilities as are considered necessary for the attainment of the Objectives of The Organisation.

ARTICLE 20: CONTRACTS AND CHEQUES

Contracts

The Council may authorise any officer or officers, agent or agents of The Organisation to enter into any contract or execute and deliver any instrument in the name of, and on behalf of The Organisation, and such authority may be general or confined to specific instances.

No contract or other financial arrangement may be entered into on behalf of The Organisation, or identified with The Organisation, without the approval of Council.

Cheques and Drafts

All cheques, drafts and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of The Organisation shall be signed by such officer or officers, agent or agents of The Organisation and in such manner as shall from time to time be determined by resolution of Council, providing that at all times the Honorary Treasurer and the President are given separately such authority.

Such officer or officers so determined by Council shall give a surety bond or other guarantee in an amount to be determined by Council, the premium thereon to be paid by The Organisation.

ARTICLE 21: FINANCIAL RECORDS AND REPORTS

The fiscal year of The Organisation shall end on the thirty first (31st) day of December of each year. A balance sheet and financial statement for the past year ending 31 December, shall be prepared, audited and certified by a public accountant and approved by Executive Committee. The statements shall be provided to Member Organisations and Members of Council.

Full Members of The Organisation shall at all times have the right and privilege to inspect all financial books, records and documents of The Organisation, at a World and their respective Regional level, and the Honorary Treasurer shall be responsible to facilitate such inspections when so requested, providing such requests do not imply any financial responsibility by The Organisation for the process of inspection. Where funds of The Organisation are allocated to its fund holders by virtue of their position, such funds must be audited each fiscal year by the auditors of The Organisation, or other auditor approved by Executive Committee.

ARTICLE 22: WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the laws of the state of incorporation, Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 23: COMMON SEAL

The Organisation shall have a registered Common Seal.
The Trustees of the Seal shall be the President, the President Elect, Chief Executive Director of Operational, and the Honorary Treasurer.
The Seal shall be affixed to all documents and papers as is required by Custom or Law.
The signatories to the Seal shall be any two of the Trustees of the Seal.
The safe custody of the Seal shall be the responsibility of the responsible officer.

ARTICLE 24: RULES OF ORDER

The most current version of Robert's Rules of Order Revised, except when the same are in conflict with these Bylaws, shall control all parliamentary proceedings of the meetings of The Organisation.

ARTICLE 25: AMENDMENTS TO THE BYLAWS OF THE ORGANISATION AND THE REGULATIONS OF COUNCIL

The Bylaws

The Bylaws of The Organisation may be amended by an affirmative vote of at least two-thirds (2/3) of the members of Council present and voting at any meeting of Council provided that:

Notice of the proposed amendment or amendments are given to the responsible officer or to the President, at least fifteen (15) months prior to the next meeting of Council.
The proposed amendment or amendments are initiated by one or more Member Organisations, Council, or by the Executive Committee.
Notice shall be given to the Member Organisations, by mail or official publication, of the proposed amendment or amendments at least twelve (12) months prior to the date fixed for the next meeting of Council.
The notice of the proposed amendment or amendments is accompanied by explanatory notes regarding the significance of the proposed amendment or amendments, prepared both by the proposer and by the Executive Committee.

Such a proposed amendment or amendments when presented at Council may be adopted, rejected or amended by Council during the Council meeting.

Such amendment or amendments shall be operative from the conclusion of that Council Meeting.

Regulations of Council

Regulations of Council may be amended by an affirmative vote of at least two thirds (2/3) of the members of Council present and voting provided that:

Notice of the proposed amendment or amendments are given to the responsible officer or to the President, at least nine (9) months prior to the next meeting of Council.
The proposed amendment or amendments are initiated by one or more Member Organisations, Council, or by the Executive Committee.
Notice shall be given to the Member Organisations by mail or official publication of the proposed amendment or amendments at least six (6) months prior to the date fixed for the next Council meeting.
The notice of the proposed amendment or amendments is accompanied by explanatory notes regarding the significance of the proposed amendment or amendments prepared both by the proposer and by the Executive Committee.
Such a proposed amendment or amendments when presented at Council may be adopted, rejected or amended by Council during the Council meeting.

Such amendment or amendments shall be operative immediately upon approval by Council.

ARTICLE 26: DISSOLUTION

Decision to Dissolve

A decision to dissolve The Organisation shall require a two-thirds (2/3) affirmative vote of the Member Organisations and shall be made at a properly constituted meeting of Council. In the event two-thirds (2/3) of the Member Organisations are not present at such meeting, the question of dissolution shall be determined by a written referendum of all Full Member Organisations conducted under the direction of Council.

Distribution of Assets

If in accordance with Section 1 of this Article a decision to dissolve The Organisation is resolved in the affirmative, then

A distribution of any surplus assets (after all liabilities have been discharged) shall be made to those Member Organisations which have been members for the six (6) consecutive calendar years immediately preceding the date of dissolution and the basis of distribution of assets shall be made to them in the same proportion as their respective fees paid bear to the total of fees paid by all Members over the previous six (6) consecutive years.
Should a Member not have completed six (6) years’ continuous Membership immediately preceding the date of dissolution, then the proportionate fees paid will rank for distribution of surplus assets.
If any Member has ceased to be a member within a period of six (6) years immediately preceding the date of dissolution then the proportionate fees paid by it in the previous six (6) years, immediately prior to dissolution, will rank for distribution of surplus assets. Direct Members and Academic Members shall not be entitled to rank for any return of surplus assets.

For more information on the JIARE By Laws, please contact: enquires@jiare.org.

Originally approved by JIARE Council and Committees in November 1982 and updated by the approval of Council and General Committee in 1992 and 2002 San Diego, USA.