1. Name, Definition and Objectives
The name of the society is "International Society of Andrology - (ISA) e.V.".
The International Society of Andrology (ISA) has developed out of the Comite Internacional de Andrologia (CIDA), which was founded in 1970.
Andrology is defined as the branches of science and medicine dealing with the male reproductive organs in animals and in men and with diseases of these organs. Included in this definition are all related specialized branches of science.
ISA is a nonprofit organization. Its territorial scope is worldwide. The Society is registered as a nonprofit organization in the Federal Republic of Germany. The organization is registered in MÃ¼nster, Germany.
The objectives of the Society shall be to disseminate knowledge of andrology by coordinating and organizing international congresses, conferences and courses of andrology, by encouraging the development of basic and clinical research in andrology, by facilitating collaboration, by distributing information among national andrological and other learned Societies and qualified persons interested in andrology, and by encouraging and sponsoring publications related to the field of andrology.
Members of the Society shall consist of national or scientific societies, of individual persons, and of supporting members. Membership shall be obtained by written application and approval by the Executive Council.
- 2.1.1. National or International Societies of Andrology
National or international societies of andrology qualify for membership and may apply for membership. When there is more than one andrological society in a particular country, each may apply for membership.
In countries in which there is no andrological society, an alternate national scientific association may apply for membership. Such applications must be approved by the Executive Council of the Society before membership becomes official.
- 2.1.2. Individual Persons
The purpose of individual membership will be to allow for representation from countries which have no member society of andrology. In addition, other individuals may join to facilitate information exchange. Such individuals should have well-documented work in andrology and should be recommended by two other members of the Society. The Executive Council decides on the application and shall be guided exclusively by academic and scientific criteria.
- 2.1.3. Supporting Members
Organizations such as pharmaceutical companies and foundations may become supporting members of the Society. The Executive Council decides on the application.
2.2. Termination of Membership
Membership shall be terminated by withdrawal, expulsion, or by death of individual members, or dissolution of corporate bodies. Withdrawal of membership must be declared in writing. It becomes effective at the end of the respective calendar year.
2.3. Expulsion from Membership
Members may be expelled from the Society by a two-third vote of the Executive Council after failure to pay dues; conviction for a felony; or working against the interest of the Society. Before action is taken, the member must be permitted to present his/her case to the Executive Council in writing or in person.
3. General Assembly
3.1. Frequency and Summoning of Assembly Meetings
A General Assembly shall take place when required by the interests of the Society. The assembly shall, as a rule, be held in connection with the International Congress of Andrology.
The assembly shall be summoned in writing at least three months in advance. The signature of one ISA-officer is sufficient for the invitation. On the request of one tenth of the ISA members, the officers shall summon a member assembly. The invitation shall contain the agenda.
The decisions will be documented in the minutes, which shall be signed by the Chairman of the General Assembly and the Rapporteur of the assembly. The chairman of the assembly is the president or another person who has been elected by the assembly by simple majority. The rapporteur is the Secretary or another person who has been elected by the assembly by simple majority vote.
Members of the affiliated national societies may also attend the assembly, but will not have the right to vote.
3.2. Representatives of the Member Societies.
Each member-society shall be represented at the General Assembly by one representative. A member-society shall be entitled to one additional representative for every 100 members of their society's membership or portion thereof above 200. Each member-society shall supply annually a list of its current members to the Secretary. When there is more than one national society in a country, the representation at the General Assembly shall be determined by the combined membership of the member national societies in such country in accordance with the above principle, but so that no member of a national society shall be counted more than once. Such representatives shall be elected or appointed by the member-society and their period of office is determined by the member-society. The member-society must keep the Secretary regularly informed, at least annually, as to the names and addresses of their representatives.
3.3. Representatives of Individual Members
In the event of an absence of a member-society in a given country, an individual member may act as that country's single representative at the General Assembly. If the individual members from that country fail to elect a representative, one will be chosen by the Executive Council. Individual members from countries with member national societies will not have representatives separate from the national society.
3.4. Representatives of Supporting Members
Each supporting member is entitled to delegate one representative for the General Assembly.
Representatives from the member societies as specified above in 3.2 and officers (President, Secretary, Treasurer and Past President) shall each have one vote at the General or any Member Assembly. Election of officers shall be by secret ballot only. Other issues can be decided upon by either open or secret ballot. The Assembly decides by simple majority how voting shall be carried out. Each delivered vote will be counted, abstention will not be counted. Every Assembly properly summoned shall constitute a quorum regardless of the number of members present. Invitations for the General Assembly will be sent out to the most recent address of the representatives of member socities. General Assemblies are summoned properly if the invitation to the respective person and the agenda will be send out at least three months in advance.
The General Assembly is presided over by the President of the Society. Minutes are taken by the Secretary. The General Assembly shall at its meeting:
Receive a report from the President concerning the activities of the Society since the last General Assembly.
Receive a report from the Secretary.
Receive a statement of the Society's accounts from the Treasurer for adoption.
Consider the dates and places for the future International Congresses for Andrology.
Elect from the candidates the President, Secretary and Treasurer from a slate prepared by the Nomination Committee. The functions and composition of the Nomination Committee are described in By Laws Arcticle 1 of the Society. All members of ISA or of member-societies can be nominated. The President shall not be eligible for reelection. The Secretary and the Treasurer shall be eligible for reelection one time at the discretion of the General Assembly. The elections are based on majority votes. If in the first counting no candidate receives a simple majority, the second round will be between the two candidates with the most votes. The candidate receiving most votes in the second round shall be elected.
Representatives of individual members, as defined above, will elect two additional individuals from countries without member national societies to serve as Executive Council members at large.
Consider other matters which may seem appropriate. Representatives and members should ensure that any matters they wish to place on the agenda should be sent to the Secretary at the earliest possible date and, in any event, not later than eight weeks prior to the commencement of the General Assembly.
At any General or Member Assembly, only the Representatives, the President, the Secretary, the Treasurer, the past Presisent and the Members of the Executive Council are entitled to vote. Every person has only one vote.
4. Executive Council
The affairs of the Society shall be managed by an Executive Council between meetings of the General Assembly. The Executive Council shall exist of the three officers of the Society (President, Secretary, Treasurer), the immediate Past President, the presidents of the member societies and the two individual members elected at the General Assembly.
To accept or reject membership applications. This task may be transferred to a membership subcommittee.
To determine the activities of the Society in accordance with the stated objectives.
To coordinate activities for the next International Congress. It shall, in close consultation with the Local Organizing Committee, nominate a Program Organizing Committee and a Chairman thereof.
Each member of the Executive Council shall have the right to one vote. Decisions of the Council shall be taken by a majority vote. In cases of tie votes, the vote of the President is decisive.
The Executive Council shall be free to hold its meetings whereever and whenever it wishes. A meeting may be summoned at the request of the President or of four members of the Council.
The Secretary shall notify each of the members of the Executive Council of a meeting at least three months in advance. The agenda shall be circulated to the Council members in advance of the meeting.
A member of the Executive Council may represent another member absent from the meeting and may vote on his behalf as long as such delegation has been notified in writing to the Secretary.
Decisions made shall be noted by the Secretary in the minutes. The minutes approved by the President and the Secretary shall be sent to all the members of the society so that they may have a permanent record.
4.5. Alternative Decision Making
If the Executive Council cannot meet, decisions may be taken in writing. Six weeks shall be allowed to pass between the sending out of ballots and the counting of the votes.
The Executive Council may establish committees for special tasks.
4.7. Replacement of Council Members
If a member cannot serve then he/she can be replaced by another member of the member society, or by the Council in the case of an individual member who cannot serve.
President, Secretary, and Treasurer are the officers of ISA. Two officers jointly are entitled to represent ISA.
The terms of office shall last for four years, but at least from Congress to Congress.
The officers are elected by the General or a Member Assembly by simple majority. If a candidate does not receive a majority of the votes, the candidate receiving the highest number of votes in the subsequent balloting shall be elected.
In the absence of the President, the Secretary shall preside over Council and General Assembly meetings.
Should the President leave office before the end of the official term, the Secretary shall become temporary President until the Executive Council can appoint a successor to finish the current term. This appointed President remains eligible to be elected for a full term.
Contracts, documents, or any written material requiring the signature of the Society shall be signed by the President and one other officer, and all contracts, documents, and instruments in writing so signed shall be binding upon the Society without further authorization.
Members shall pay an annual membership fee, fixed by the Executive Council. The fee for member societies shall consist of an affiliation fee and a capitation fee for each member of the national society registered on the annual list of members supplied to the Secretary.
In special circumstances, the Executive Council may waive the annual membership fee of an individual member.
The fees shall be payable on the 1st day of January of each year. In the event of failure to pay the fee by the 1st of May in any one year, voting rights will automatically be suspended in the General Assembly as well as in the Executive Council until the fee is received, unless specifically waived.
7. International Congresses of Andrology
As a rule, the congresses of the Society should take place every four years.
8. Modification of the Statutes and Winding-up
Modification of the statutes and dissolution of the society require a two-third majority and can only be decided upon if the Executive Council has proposed the modification or dissolution to the General Assembly with a two-third majority.
As described in article 1 of the statutes, ISA is a nonprofit organization as defined by section 50.2 of the Public Tax Law of the F.R. Germany. Any profits can only be used for purposes in agreement with the statutes. The members receive no shares of any profit, nor will they receive other renumerations. This also applies in the case of withdrawal from ISA or dissolution of ISA. No person shall profit from tasks alien to the purpose of ISA, or by inappropriately high renumerations.
In case of dissolution of ISA, any funds shall be used for tax-privileged purposes. Decisions concerning the future use of the funds require approval of the Tax Office.
Approved at the General Assembly, June 15, 2005, Seoul, Korea.