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Bylaws

BYLAWS OF THE INTERNATIONAL CORONARY CONGRESS, INC.

ARTICLE 1- GENERAL

  1. Offices. The registered office of the corporation and the principal office of the corporation shall be 500 Cummings Center, Beverly, Massachusetts 01915. The corporation may have offices at such other locations as the Board of Directors may from time to time designate.
  2. Name. The name of this organization is the International Coronary Congress, Inc., also known as the ICC International Coronary Congress.
  3. Organization. The ICC is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the scope of Section 501(c)(3) of the Internal Revenue Code.
  4. Mission Statement. The Mission of ICC is to operate exclusively for educational, scientific and charitable purposes, including, but not by way of limitation, to foster, support and provide education through meetings, conferences, congresses and research in the care and treatment of coronary disease and the coronary patient.
  5. Purposes. The purposes of the ICC shall be to:
    1. Enhance, promote, and support research and education in and related to the field of coronary disease and treatment through providing opportunities for scientific interaction for the assessment of and worldwide access to the results of coronary disease treatment and coronary surgery.
    2. Enhance and improve clinical services available to coronary patients worldwide by providing a forum for education, discussion and dissemination of best practices and the latest developments in the treatment of patients with coronary disease.
    3. Provide a forum for discussion and peer-reviewed publication of research and educational materials regarding coronary care disease and treatment on an efficient and global basis.
    4. Do any and all other things as the Board of Directors directs in furthering the purposes of the ICC.
    5. Notwithstanding the foregoing or any other provisions of the Articles of Organization or of these By-laws:
      1. No part of the net earnings of the ICC shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the ICC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
      2. The ICC shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office; and, except as may be permitted pursuant to Section 501(h) of the Internal Revenue Code of 1986, as amended, (the “Code”) or the corresponding provision of any future United States internal revenue statute, no substantial part of the activities of the ICC shall consist of carrying on propaganda, or otherwise attempting, to influence legislation.
      3. The ICC shall not carry on any activities not permitted to be carried on (A) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue statute or (B) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue statute.

ARTICLE 2 - MEMBERS

  1. Members and Term. The ICC shall from time to time create and recognized two classes of members: Active and Senior, whose qualifications, election and terms are as provided in this paragraph.
    1. Active Members shall consist of physicians, surgeons, allied health care providers and medical researchers engaged in or with an interest in coronary disease and the treatment of coronary care patients. Members shall be chosen by the Board of Directors on the basis of applications for membership.
    2. Senior Members shall consist of those members of the ICC who are in good standing, who have reached the age of seventy, and who have requested a transfer to Senior Membership. Requests must be made in writing to the Secretary of the ICC.
  2. Removal. Members may be removed by vote of the Board of Directors. Except for termination for failure to pay dues, members shall be removed by a process that is fair and reasonable and which provides an opportunity for the member to be heard at least five days before the effective date of the removal.
  3. Voting. Active Members who are in good standing with the ICC shall have voting rights.
  4. Dues. Membership dues shall be as provided by resolution adopted and modified from time to time by the Board of Directors.

ARTICLE 3 - MEETINGS OF MEMBERS

  1. Annual Meetings. When member classes are populated, there shall be an Annual Member Business Meeting held, with electronic notice provided to all members at least 30 days in advance of the date of the Annual Member Business Meeting. Member Business Meetings may be held in person, or by electronic or telephonic means.
  2. Quorum. Those Active Members in attendance at the Annual Member Business Meeting shall constitute a quorum for the conduct of business, so long as two of the members present are officers of the organization.

ARTICLE 4 – OFFICERS AND BOARD OF DIRECTORS

  1. General Powers. The business of the ICC shall be managed by or under the direction of the Board of Directors.
  2. Qualification. Number and Term. The first Board of Directors shall consist of the Officers and Directors named in the Articles of Organization. Thereafter, members of the ICC may elect Officers and Directors in a manner outlined in these Bylaws. The Board of Directors shall consist of at least two, and not more than 12, Officers and Directors. Officers shall include a President, Vice-President, and Treasurer, may hold more than one position, and shall also be considered Directors. Officers and Directors may serve an unlimited number of terms.
  3. Election of Officers and Directors. The first Officers and Directors shall be those named in the Articles of Organization. At each Annual Member Business Meeting thereafter, Officers and Directors shall be elected by the members, from a slate of candidates and which has been approved by the Board of Directors.
  4. Removal. An Officer or Director may be removed at any time by two-thirds vote of the entire Board of Directors.
  5. Resignation. Any Officer or Director may resign at any time by giving notice to the President.
  6. Vacancies. A vacancy that occurs for any reason may be filled by the Board of Directors.
  7. Quorum. Those members of the Board of Directors in attendance shall constitute a quorum for the conduct of business at any meeting of the Board of Directors.
  8. Board Meetings. Unless another schedule is determined by the Board, the Board of Directors shall hold at least one meeting each year. Meetings may be held in person, or by electronic or telephonic means.
  9. Compensation. Officers and Directors shall receive no compensation, but may be reimbursed for reasonable expenses as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE 5 - COMMITTEES

  1. Committees. The ICC Board of Directors shall, in its discretion, appoint committees charged with oversight of various activities of the organization.

ARTICLE 6 - FISCAL YEAR

The fiscal year of the ICC shall be as established by the Board of Directors.

ARTICLE 7 – STANDARD OF CONDUCT

Each Officer and Directors shall discharge his or her duties as an Officer or Director in good faith, in a manner which the Officer or Directors reasonably believes to be in the best interests of the ICC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. All Officers and Directors shall be required to complete a Conflict of Interest Disclosure Form.

ARTICLE 8 – DISSOLUTION

In the event of the dissolution of the ICC, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the ICC, dispose of all of the remaining assets of the ICC exclusively for the purposes of the ICC in such manner, or to such organization or organizations organized and operated exclusively for charitable and educational purposes as shall at the time qualify as a tax-exempt organization or organizations under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue statute, as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the ICC is then located, exclusively for the purposes of the ICC in such manner, or to such organization or organizations which are organized and operated exclusively for such purposes and are tax-exempt under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue statute, as said court shall determine.

ARTICLE 9 - AMENDMENTS

The Board of Directors shall have the authority to amend, repeal and adopt new Bylaws by the affirmative vote of two-thirds of the Directors present at any meeting provided that written notice of the proposed change or changes shall have been included in the notice of any such meeting.