THE INTERNATIONAL PAPILLOMAVIRUS SOCIETY
This organization shall be called the INTERNATIONAL PAPILLOMAVIRUS SOCIETY (abbreviated as the “IPV Society”, or “IPVS”).
IPVS is the global authority on papillomaviruses. Our mission is to contribute to the elimination of papillomavirus-related diseases.
We do this by:
- Contributing to improved understanding of, and disseminating information about, the biology and pathogenesis of papillomaviruses and their associated diseases, and the prevention, screening, diagnosis and treatment of papillomavirus-related diseases.
- Advocating for evidence based policies that improve public health in relation to papillomavirus-related diseases and for sustainable research funding in the field.
- Fostering excellence and rigor in papillomavirus research.
- Promoting and supporting education about papillomaviruses and career development in papillomavirus-related research.
- Disseminating research results, knowledge and information among members, and by sharing information with the media.
- Partnering with other societies, institutions and organisations.
provided that the IPVS shall at all times be organized and operated exclusively for charitable, scientific, literary, or educational purposes as a qualified exempt organization described under Section 501(c)(3) of the United States Internal Revenue Code of 1986 and the regulations promulgated hereunder as they now may exist or as they may hereafter be amended. The IPVS shall have any and all lawful powers that are not in conflict with these articles.
Section 1. Regular Member
The term “Regular Member” shall mean any research worker, health care provider, scientific administrator or educator, patient advocate or other interested person who (a) expresses in writing a desire to become a member of the IPVS, and (b) who has paid a designated membership fee to the IPVS. The Board of Directors may decide to give discounted rates to certain groups such as Students, Fellows, Allied Healthcare Professionals, Early Career Researchers and Emeritus groups all of whom will have full voting and participatory privileges.
Section 2. Supporting Member
The term “Supporting Member” shall mean any individual, organization, institution, or commercial establishment contributing financially to the IPVS, set at a level above the regular membership dues. Supporting members do not have voting rights or privileges.
Section 1. Meetings
Regular meetings of the IPVS members and leadership will be held at least at the times of the International Papillomavirus Conference and associated Basic, Clinical and Public Health Workshops.
Section 2. Voting privileges
Only Regular Members of the IPVS shall be permitted to vote at the IPVS meetings or during on-line elections held between meetings. Each Regular Member shall be entitled to one (1) vote in each matter properly submitted to the Regular Members for their vote, consent, waiver, release, or other action. A Regular Member may vote in person at a meeting, in writing or by electronic ballot as established by the leadership. During elections, each Regular Member is entitled to cast only one vote per candidate.
Section 1. Composition
The Board of Directors of the IPVS shall be composed of at least twelve (12) and not more than 15 elected Members, including the President, the President-elect, who shall serve as Senior Vice-President, the Secretary, the Treasurer, and the Immediate Past President of the Society (the Officers of the Society), and shall where possible represent the different research and service disciplines as summarized in Article II of the Constitution (basic researchers, clinical specialists in HPV-associated diseases, epidemiologists, public health workers, and those of other disciplines as deemed necessary and appropriate to provide broad representation of the Membership).
The immediate past Head Organizer of the International Conference, the current Head Organizer, the next Head Organizer of the International Conference and a max of two (2) Honoary members shall be ex officio, non voting members of the Board.
The Board of Directors reserves the right to designate a maximum of three (3) Board of Director in Training (Elect) positions from within the membership who would serve on the Board of Directors as ex officio non voting members of the Board. These members may become full members of the Board of Directors based on the decision of the Board at the end of one term.
Each member of the Board must be a Regular Member of the Society.
Section 2. Terms of Office
All Board Members shall serve a term of one conference cycle, with a cycle defined as the time between two successive IPVS-sponsored International Papillomavirus Conferences, with the option of two consecutive terms of renewal if approved by the IPVS Officers.
All Board Members and Officers shall begin their terms during the business meeting of members at the International Papillomavirus Conference.
Section 3. Nomination and Election
Nominations for Board Members and Officers shall be made by a Nominating Committee. Election of Board Members and Officers shall be by ballot distributed by mail, email or by internet-assisted ballot, to voting members of the Society prior to the International Papillomavirus Conference. The ballot shall contain the names of at least six candidates for regular member of the Board of Directors proposed by the Nominating Committee, and at least two names of candidates for each Office to be elected. Candidates with the highest numbers of votes for each position will be elected. Provision shall be made on the ballot to permit write-in nominations for Board Members by the Members. Interim vacancies shall be filled by majority vote of the Board of Directors only until the next regular meeting of the IPVS.
Section 4. Duties and responsibilities of the Board of Directors
a. Ensure that the mission and objectives of IPVS are met;
b. Manage all activities which further the mission and objectives of IPVS;
c. Determine IPVS strategy;
d. Adopt activity reports and approve an annual plan of action;
e. Set general policy for the IPVS and oversee its activities, representatives, and employees;
f. Select and oversee an Association Management Company that will manage the business activities of the IPVS and the management of the International Papillomavirus Conferences and various workshops;
g. Adopt an annual budget prior to the beginning of the fiscal cycle, and authorize agreements, contracts, and expenditures by the Association Management Company;
h. Conduct the election of Officers and rotating Board membership of the IPVS;
i. In case that the society has its own journal as it was the case with PVR, appoint the Editor-in-Chief and suggest names and reach an agreement on the editorial board composition with the publisher of the IPVS journal, and appoint editors of other publications of the IPVS as needed;
j. Fill interim vacancies occurring in the Board and among the Officers.
Section 5. Meetings
The Board of Directors and its Officers will meet during each International Papillomavirus Conference or through webminar in case of difficulties to have a physical meeting. The IPVS President may call meetings or conference calls of the Officers or the full Board at other times as may be necessary.
Section 6. Officers
The Officers of the Board of Directors shall consist of the President, President-Elect/Senior Vice-President, the Secretary, the Treasurer, and the Immediate Past President. The Officers will deal with urgent matters between board meetings, serve as advisors to the Program Committee of each International Conference and will help to guide the general planning for each Conference. It will invite the Chairman of the Local Organizing Committee for the past and the upcoming annual conferences for discussions of meeting affairs. It will identify issues and major decisions that it deems should be put to a vote of the General Membership and will conduct such voting at the International Conferences or via electronic and mail voting at other times.
The Officers acting as Executive Comittee, shall review issues to be considered by the Board of Directors and shall perform such other duties as are not herein specified but which usually are part of their respective positions. Except to the extent specifically prohibited by resolution of the Board of Directors, the Officers are empowered to act on behalf of the Board of Directors between Board meetings. All actions of the Officers shall be reported to the Board of Directors at the Board meeting immediately following the action taken by the Officers.
President-Elect and President
The President-Elect will be nominated by the Nominating Committee and elected by majority vote of Regular Members prior to every second International Papillomavirus Conference. The President-Elect shall serve as the Senior Vice-President for a term of two (2) International Conference cycles. This individual will, with a consent vote of the Regular Members, assume the Presidency of the Society for another term of two (2) Conference cycles. The incumbent President shall become the Immediate Past President. The President shall serve as the Chairman of the Board of Directors. Consecutive re-election is not permitted.
The principal duties of the President shall be:
a. to convene and chair meetings of the Board of Directors, and the meeting of the general membership at the International Papillomavirus Conferences and at other times as deemed necessary;
b. to seek, encourage and guide candidates willing to serve as the organizers of future International Papillomavirus Conferences, and to supervise the selection of Conference venues by a simple majority vote of the Board;
c. to spearhead fund-raising efforts for support of IPVS activities including conferences and scholarly meetings, internet web sites, professional education, community outreach, and support of early career researchers to assist with their participation in the International Conferences;
d. to appoint committees, standing and special, with the exception of the Nominating Committee, to carry out the work of the IPVS;
e. to represent IPVS as chief spokesperson and primary delegate to other professional meetings.
The President-Elect may assume some or all of these obligations by delegation from the President, and will assume the duties of the President in the absence of the President. The Immediate Past President will assist the President and President-Elect in these activities as needed.
The Secretary will be nominated by the Nominating Committee and elected by majority vote of the Regular Members prior to every second International Conference. The Secretary shall serve for a term of two (2) International Conference cycles. Re-election is permitted only once. Serving as Secretary does not preclude being subsequently nominated for another office, or serving as an elected Member of the Board. The Secretary shall be a full voting member of the Board and an Officer and shall report to the President and the Board of Directors with respect to the following principal duties:
a. to assist in the organization of the efforts in planning the program of and in handling the arrangements for the International Papillomavirus Conferences;
b. to assist in the coordination of publications, general announcements, an internet web site, and to interface with scientific journals such as may be adopted by the Board and the General Membership as the official publication(s) of the Society.
c. to aid the President, President-Elect, and other Members of the Board in the solicitation of financial support for the IPVS;
d. to maintain current records of all official actions taken by the IPVS, including taking the minutes of all meetings of the IPVS and of the Board of Directors and Officers and to have custody of and responsibility for all files, membership records, documents, minute books and official correspondence of the IPVS; and
e. to inform the Regular Members of the activities of the IPVS and of their membership status.
Certain duties and responsibilities of the Secretary may be delegated to the Association Management Company by the Board of Directors.
The Treasurer will be nominated by the Nominating Committee and elected by majority vote of the Regular Members prior to every second International Conference. The Treasurer shall serve for a term of two (2) International Conference cycles. Re-election is permitted only once. The Treasurer shall be a full voting member of the Board, an Officer, and shall report to the President and the Board of Directors with respect to the following principal duties:
a. to maintain oversight of various accounts for membership funds, journal subscription funds, gifts and endowment support for Society activities;
b. to pay bills and debts of the IPVS from these financial accounts;
c. to coordinate preparation of grant proposals for such Society activities as Conferences and Workshops, travel funds for students, fellows and speakers to defray certain costs of participation in Conferences.
d. to send the financial report of the IPVS three (3) months prior to each International Papillomavirus Conference, to the President for approval by the Board of Directors.
Certain duties and responsibilities of the Treasurer may be delegated to the Association Management Company by the Board.
a. Nominating Committee
The Nominating Committee shall select candidates for the President-Elect (Senior Vice-President), Secretary, Treasurer, and Members of the Board of Directors. The Nominating Committee will be composed of six regular members and chaired by the Immediate Past President. Their term of service shall be two Conference cycles. The Board of Directors shall select three candidates for the succeeding Nominating Committee at the Board meeting held in conjunction with the International Conference. No member of the Nominating Committee may stand for election as an Officer or member of the Board of Directors while serving on the Committee. No member of the Nominating Committee selected for a full two-cycle term may be re-selected without at least two conference cycles intervening between terms of office.
b. Finance Committee
The Finance Committee shall consist of three regular Members of the Board of Directors other than Officers, and shall provide oversight and advice to the Treasurer.
c. Constitution Committee
The Constitution Committee shall be comprised of regular Members of the IPVS charged with updating and adapting the Constitution or Bylaws on behalf of IPVS members, under the direction of the Officers. They shall report annually to the Board as to the need to update bylaws.
d. Other Committees
The Board of Directors shall establish additional committees that it deems necessary and appropriate. If needed, additional committees can be appointed for specific tasks by majority vote of the Officers.
Section 1. Funding
IPVS is a nonprofit organization. No officer shall receive a salary; all services shall be rendered to IPVS on a voluntary basis. The finances necessary to carry out the purpose of IPVS will be sought from contributions of interested individuals, associations, commercial enterprises, foundations, agencies of government, and international organizations.
Section 2. No finances to members
No part of the finances of IPVS shall be distributed to its members or officers or other private persons, except when related to business activities of IPVS, such as planning a Conference, to assist with participation in a Conference, or to reimburse expenses incurred in the course of carrying out Society activities.
Section 3. Obligations of the IPVS
All obligations and bills of IPVS in excess of Five Thousand U.S. Dollars (US$5,000.00), or its equivalent in another currency, shall be paid only upon authorization of the President and Treasurer.
Section 4. Membership Dues
Annual dues shall be charged to Regular Members in order to assist in defraying the expenses of the IPVS. Such assessments shall be determined annually by the Board of Directors. Reduced dues will be charged to other groups as determined by the Board of Directors.
Section 5. Endowment Funds
The Board of Directors may establish endowment funds committed to dedicated purposes including the naming of travel fellowships to assist students, fellows and keynote speakers during their participation in the International Conferences, and for the establishment and maintenance of educational resources including an internet web site. Handling of all funds will be performed in accordance within The United States internal revenue code 501(c) 3 requirements.
The fiscal year of the IPVS shall begin on January 1.
Section 1. Conditions of Amendments
Subject to the conditions that no amendment shall (i) be inconsistent with the primary purpose of the IPVS as set forth in Article II hereof, and (ii) authorize the Board of Directors to conduct affairs of this Society in any manner, or for any purpose which would cause the IPVS to be an “exempt organization” as that term is now used in Section 501(c)(3) of the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder, as now in force this Constitution and Bylaws may be amended as hereafter provided in this Article.
Section 2. Amendment by Vote
The Bylaws may be amended by a vote of the Regular Members. Voting shall take place in person, by email or internet-assisted ballot and the results will be announced both by email and at the current or next possible International Papillomavirus Conference.
In order to be considered for approval, proposed amendments must first be endorsed by no fewer than twenty (20) Regular Members, or by no fewer than four (4) members of the Board of Directors.
Section 3. Amendment Procedure
The Bylaws may be amended at any time in accordance with the following procedure:
a. Any amendment proposed by four (4) or more members of the Board of Directors or by no fewer than twenty (20) Regular Members by submitting the proposed amendment in writing to the Secretary.
b. A copy of any amendment so proposed shall be sent by the Secretary, by electronic mail, within fifteen (15) days of receipt of such proposed amendment to each of the members of the Board to solicit his or her recommendation as to the adoption of the proposed amendment; the Board shall be considered to have recommended adoption of the amendment if two-thirds (2/3) of total votes cast by its members vote to make such a recommendation in response to the Secretary by email or by electronic ballot within thirty (30) days after the date upon which copies of the proposed amendment are first distributed to members of the Board to solicit their vote.
c. If the proposed amendment is recommended for adoption by the Board of Directors, a copy of the proposed amendment, together with an indication that it has been recommended, shall be sent by the Secretary to the General Membership. Voting by members may be conducted in person at a duly-convened meeting, by mail or, to the extent permitted by law, by email, Internet-assisted ballot, or any other method approved by the Board of Directors that permits participation in such voting by each member entitled to vote. A two-thirds majority of the total votes cast shall be required for adoption of amendments. The participation of not less than 10% of voting members is required to amend the Bylaws. Announcement of the results of the vote shall be communicated to all members.
In the event of the dissolution of the IPVS, or in the event that it shall cease to carry out the purpose of the IPVS set forth in Article II hereof, all the assets of the IPVS shall go to and be distributed to such charitable non-profit organizations as may be selected by the Board of Directors in order that the assets then owned by the IPVS shall be devoted to such purpose as set forth herein or as closely allied thereto as possible; provided, however, that such selected organizations must be organized, existing, and duly qualified under Section 501(c)(3) of the US Internal Revenue Code of 1986 contributions to which are deductible. None of the assets of the IPVS or the proceeds of any assets, in the event of dissolution, shall be distributed to members of the IPVS, either for reimbursement of any sums donated or contributed by such members, or for any other such purpose.
This version of the constitution was approved on July 1, 2020.