Constitution & ByLAWS - ISAC: International Society for Advancement of Cytometry

Constitution & ByLAWS

Constitution

(revised May 2022)

ARTICLE I (NAME)
The name of the Society is the INTERNATIONAL SOCIETY FOR ADVANCEMENT OF CYTOMETRY. Prior to May 2008, the Society’s name was the INTERNATIONAL SOCIETY FOR ANALYTICAL CYTOLOGY.

ARTICLE II (PURPOSE)
The Society is an international scientific and educational organization whose purpose is to promote: development of cytometry; transfer of methodologies; and exchange of scientific and technical information. ISAC’s mission is to serve a multidisciplinary community by leading technological innovation, scholarship, and the exchange of knowledge in the quantitative cell sciences. To these ends, the Society also sponsors symposia, workshops, seminars, tutorials or other such events.
Cytometry is broadly defined as the characterization and measurement of particles (e.g. organisms, cells, cellular constituents, and macro-, micro- and nano-scale entities).

ARTICLE III (MEMBERSHIP)
Membership in the Society is open to all persons who share the stated purposes of the Society and who have educational, research or practical experience in some aspect of cytometry.

ARTICLE IV (OFFICERS)
The Officers of the Society are a President, a President-Elect, an Immediate Past President, a Secretary and a Treasurer. The President-Elect serves one term as such, followed by one term as President. No person shall serve as President-Elect or as President more than once. A term is defined as two years following the General Business Meeting of the Society at which an Officer assumes their duties. The Secretary and Treasurer serve for two consecutive terms and are not eligible for immediate re-election. Their terms of office are staggered so that they take office at different Business Meetings.

ARTICLE V (COUNCIL)
The Society is governed by a Council consisting of the Officers and ten Councilors. Councilors are elected to serve for two consecutive two-year terms, and are not eligible for immediate re-election as Councilors. Terms of office are staggered, with approximately half elected at each term.

ARTICLE VI (ASSOCIATIONS)
Council is empowered to associate ISAC with other organizations. Any Voting Member of the Society may present a proposal for association to Council for its consideration and approval.

ARTICLE VII (BYLAWS)
The provisions of the Constitution of the Society shall be carried out according to accepted standards of procedure as determined by the Council, such as are described in Robert’s Rules of Order.

ARTICLE VIII (AMENDMENTS)
Amendments to this Constitution may be initiated by a Member of Council and approved by Council or may be initiated by a petition to Council signed by at least 5% of the Voting Members of the Society. Proposed amendments to this Constitution must be approved by a two-thirds majority of Council; must then be presented to, and discussed by, the membership in an open forum; and must finally be submitted to the membership for ratification by means as specified in the Bylaws. Ratification of proposed amendments to this Constitution requires approval by Voting Members of the Society equal to the lesser of i) 15% of Voting Members or ii) at least two thirds of the total number of votes cast in the preceding election.

ARTICLE IX (DISSOLUTION)
Dissolution of the Society for any cause shall follow the same procedure as for amendments (Article VIII), and must be according to the applicable provisions of the Internal Revenue Code of the United States of America and underlying federal regulations. In the event that the Society should dissolve, all funds and other assets of the Society, after payment of all outstanding obligations, shall be contributed to a successor society which has among its principal purposes the encouragement, development and dissemination of knowledge in the biological or physical sciences, and which has qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of the United States of America. The selection of the successor society shall be approved by a two-thirds vote of the Council and recorded in Council’s minutes and in its Articles of Dissolution.

Bylaws

(revised May 2022)

ARTICLE I (MEMBERSHIP)
There shall be two categories of Membership: Voting and Non-Voting. To become a Member of the Society, persons eligible under Article III of the Constitution must follow the process posted by ISAC.

Only Voting Members of the Society have the right to vote in elections and at business meetings, to petition, and to hold office in the Society.

The Membership Services Committee may propose establishment of various Member types. All Member types must be approved by Council.

ARTICLE II (MEETINGS)
The Society shall hold International Congresses at intervals decided by Council. A General Business Meeting shall be held at each International Congress. The General Business Meeting follows procedures such as are described in “Robert’s Rules of Order”, as determined by the Council. A quorum is 10% of the Membership or 25% of Members voting the most recent election, whichever is smaller.

Notice of the General Business Meeting, or any meeting of the Voting Members, shall be given in a manner and at such time as determined by the Council.

As an alternative to holding an in-person General Business Meeting at an International Congress, it may be held by means of electronic communications technology in a fashion pursuant to which the Voting Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. Any other meeting of the Voting Members may be held in the same manner.

ARTICLE III (DUES)
The fiscal affairs of the Society are based on the calendar year.

ISAC Membership Dues are recommended by the Membership Services Committee in close consultation with the Executive Director and the Finance Committee, and are approved by a two-thirds majority of Council. Dues are paid annually within a time determined by Council. Delinquent Members are given reasonable warning before their membership is terminated.

ARTICLE IV (PUBLICATIONS)
The Council is empowered on behalf of the Society to publish or to enter into agreements with others to publish on paper, electronically or in any other format, such journals and other publications (abstracts, reviews, newsletters, collected papers from a meeting, electronic media, etc.) as may be authorized by Council.

ARTICLE V (DUTIES OF OFFICERS)
Officers are in the service of the Council. Individual officers may not act in place of the Council unless acting together as an Executive Committee in accordance with these Bylaws.

The President chairs Council meetings and meetings of the Executive Committee; appoints and charges, with the approval of Council, the Chairs and other Members of Committees or Taskforces of Council, except as otherwise specified in these Bylaws; and carries out other duties as assigned by Council. The President presides over the International Congress of the Society, and over the General Business Meeting. The President shall be the only Council member authorized to speak for the Society, unless this task is specifically delegated to another Council member.

The President-Elect assists the President; performs the duties of the President when the President is not available; is responsible for organizing one International Congress during their term; carries out other duties as assigned by Council; and succeeds to the Presidency the moment that office becomes vacant.

The President and President-Elect shall be voting members of the Executive Committee and Council, and ex officio non-voting Members of all other Committees or Taskforces of Council unless otherwise specified.

The Secretary shall be a voting member of the Executive Committee and of Council; chairs the Governance Committee; ensures appropriate governance practices in all activities of Council and Committees or Taskforces of Council; ensures that minutes and other records of Council are maintained; and carries out other duties as assigned by Council.

The Treasurer shall be a voting member of the Executive Committee and of Council; chairs the Finance Committee; and is responsible for ensuring the overall financial integrity of the Society. The Treasurer collaborates with ISAC’s Executive Director and staff to prepare the annual budget for Council approval; and carries out other duties as assigned by Council.

The Immediate Past-President shall be a voting member of the Executive Committee and of Council; chairs the Nominations Committee; presides over the Annual Awards Ceremony; and carries out other duties as assigned by Council.

ARTICLE VI (DUTIES OF COUNCIL)
Council shall act as the Board of Trustees for the Society. As such, Council is responsible for defining the Society’s strategic vision and is accountable for the overall health of ISAC’s programs, organizational culture, and fiscal affairs. Council shall establish the policies of the Society according to the Constitution and, in collaboration with the Executive Director, shall oversee the implementation of these policies according to these Bylaws.

Council must formally approve all official activities of the Society, including all recommendations of Committees and Taskforces of Council, unless specifically delegated. All budgets for expenditure of Society funds must be approved by Council.

Should the Presidency become vacant and there is no President-Elect, Council shall elect one of its Members as Acting President. Council shall decide whether or not to hold a special election to replace an Acting President. Should the position of President-Elect become vacant, Council shall hold a special election to fill this position. Should the office of Secretary or Treasurer become vacant, Council shall appoint an Acting Secretary or Treasurer, who shall serve until the office can be filled by a regular election of the Society. Interim vacancies among the Councilors shall be filled by appointments recommended by the President and approved by Council.

Councilors shall attend all Council meetings, Congresses and Business Meetings, unless excused by the President.

Council may retain individuals and/or organizations to assist in handling the affairs of the Society and shall determine their duties and responsibilities.

Council shall meet at least once per year at the call of the President. When appropriate, Council business may be conducted by conference telephone or other means of communication by which all Councilors participating may simultaneously hear each other during the meeting. The Council may take action without a meeting by unanimous consent, such consent to be memorialized in writing, including email. Eight members of Council constitutes a quorum.

There shall be eight Standing Committees of the Society, with duties and responsibilities as provided in Article VII of these Bylaws and by Council.

Council may establish other Committees or Taskforces to meet special needs of the Society.

Council shall approve all Committee appointments. Council shall ensure that Committee Membership represents as broad a cross section of the Society as is possible and practical.

ARTICLE VII (DUTIES OF STANDING COMMITTEES)
1. Education Committee
The Education Committee consists of the Chair and at least four Voting Members of the Society. The Chair and the Committee Members are nominated by the President and appointed with concurrence of Council.

The Education Committee is charged with developing plans to assess and address education needs for ISAC members and non-members through workshops, seminars, and online learning initiatives.

2. Executive Committee
The Executive Committee consists of the President, President-Elect, Secretary, Treasurer and the Immediate Past President, and is chaired by the President.

Council may delegate to the Executive Committee such powers as it sees fit, except as prohibited by law. The Executive Committee shall provide counsel to the President and Executive Director in between Board meetings. The Executive Committee may exercise the authority of the Council to the extent such authority is expressly included in any delegation by the Council or in exigent circumstances when convening the Council is not practically feasible. On all other matters, the Executive Committee may recommend actions to the Council.

3. Finance Committee
The Finance Committee consists of the Treasurer of the Society, who chairs the Committee, and at least four Voting Members of the Society. Each President nominates two Members to this Committee and appoints them with concurrence of Council.

The Finance Committee receives proposed budgets for all Committees and Taskforces of Council and for all activities of the Society. In collaboration with the Society’s Executive Director and Staff, the Committee prepares the yearly operating budget, which is then submitted to Council for approval. The Committee is responsible for monitoring the financial operations of the Society throughout the year and for obtaining an annual audit.

4. Governance Committee
The Governance Committee is chaired by the Secretary of the Society and is further comprised of a Past President plus at least three other Voting Members nominated by the President and appointed with concurrence of Council. Members of the Committee should be well versed in principles of organizational responsibility, ethics, and accountability.

The Governance Committee shall provide Council, and the Committees and Taskforces of Council, with guidance on their legal, ethical, and operational responsibilities under the Society’s governing documents (Constitution, Bylaws, and Policies & Procedures Manual).

The Committee oversees implementation of the Society’s Code of Conduct and Conflict of Interest policies, and makes recommendations for changes to ISAC’s governance structures, policies, and practices when needed.

5. Membership Services Committee
The Membership Services Committee consists of the Chair and at least six Voting Members of the Society. The Chair and three Committee Members are nominated by each President and appointed with concurrence of Council.

The Membership Services Committee supports and furthers the scientific, educational, and programmatic activities of the Society. This Committee publicizes the goals and objectives of the Society and encourages appropriate non-Members to join the Society.

6. Mission Continuity Committee
The Mission Continuity Committee is co-chaired by the Society’s Executive Director and a Past President nominated by the President and appointed by concurrence of Council. It is further comprised of the Secretary, the Treasurer, and at least three Voting Members of the Society. Each President nominates one or more Voting Member(s) for appointment with concurrence of Council.

The Mission Continuity Committee is responsible for identifying the critical issues for ISAC’s continued operation and existence; and for ensuring that the Society has the processes, safeguards, and backup systems in place to respond to both known risks and unforeseen circumstances.

7. Nominations Committee
The Nominations Committee consists of the Immediate Past President of the Society, who chairs the Committee, and at least four Voting Members of the Society. Each President nominates two Members to this Committee and appoints them by concurrence of Council. No more than one representative from any institution shall be appointed to this Committee.

The Nominations Committee is responsible for identifying candidates for: (a) Election by the Voting Membership as Officers or Councilors; (b) CYTO Meeting Chair in years when the President-Elect does not fill that role; and (c) Certain awards as specified by the Society’s Policies and Procedures.

In meeting each of these responsibilities, the Nominations Committee shall seek candidates who represent, as broadly as possible, all aspects of cytometry, including diversity of factors such as geography, gender, ethnicity or race, age, scientific and technical expertise, and institutional type.

8. Scientific Communications Committee
The Scientific Communications Committee consists of the Chair and at least four Voting Members of the Society. The Chair and the Committee Members are appointed by the President with concurrence of Council. The Chair and two Committee Members are nominated by each President and appointed with concurrence of Council.

The Scientific Communications Committee provides advice to Council regarding publications of the Society. The Editors of Cytometry and other major publications of the Society serve as Advisors to this Committee.

ARTICLE VIII (ELECTIONS)
Officers and Councilors are elected by ballot. The ballot is sent by the Society Office to the Membership at least 45 days before the next General Business Meeting. The candidate(s) for each office who receive(s) the largest number of votes is/are elected.

When specified by Council, special elections shall take place and shall follow the same procedure.

ARTICLE IX (REMOVAL OF MEMBERS, OFFICERS, AND COUNCILORS)
A two-thirds majority of the Council may dismiss a Member of the Society if the Member is found guilty of injuring the good name of the Society, disturbing its well-being, or hampering it in its work. Any Officer or Councilor may be removed from office for the same reasons or for neglect of duty in office. Procedures for investigation and trial shall be as defined in Robert’s Rules of Order or in a similar procedure defined by the Council.

ARTICLE X (AMENDMENTS)
Amendments to these Bylaws shall be initiated according to the same procedure as amendments to the Constitution, except that ratification of proposed amendments requires approval by Voting Members of the Society equal in number to the lesser of i) 10% of Voting Members or ii) at least one-half of the number of votes cast in the preceding election.

ARTICLE XI (WAYS AND MEANS)
All balloting and other member voting procedures provided for in the Constitution or Bylaws may be conducted in such manner as determined by the Council, including via paper ballot or electronic ballot. In addition, all notices and communications undertaken pursuant to the Constitution or Bylaws may be provided or made in any manner determined by the Council, including via mail.

ARTICLE XII (DUTIES OF EXECUTIVE DIRECTOR)
The Society shall employ an Executive Director, who shall be appointed, evaluated, and terminated by Council. As ISAC’s chief staff executive, the Executive Director is accountable to Council for oversight of the staff and operations of the Society in accordance with its mission, strategic plan, business plan, annual budget, and other policies as approved by Council.
The Executive Director shall serve as an ex officio non-voting member of the Council, the Executive Committee, and of all other Committees and Taskforces of Council.

Bylaws

(revised May 2022)

ARTICLE I (MEMBERSHIP)
There shall be two categories of Membership: Voting and Non-Voting. To become a Member of the Society, persons eligible under Article III of the Constitution must follow the process posted by ISAC.

Only Voting Members of the Society have the right to vote in elections and at business meetings, to petition, and to hold office in the Society.

The Membership Services Committee may propose establishment of various Member types. All Member types must be approved by Council.

ARTICLE II (MEETINGS)
The Society shall hold International Congresses at intervals decided by Council. A General Business Meeting shall be held at each International Congress. The General Business Meeting follows procedures such as are described in “Robert’s Rules of Order”, as determined by the Council. A quorum is 10% of the Membership or 25% of Members voting the most recent election, whichever is smaller.

Notice of the General Business Meeting, or any meeting of the Voting Members, shall be given in a manner and at such time as determined by the Council.

As an alternative to holding an in-person General Business Meeting at an International Congress, it may be held by means of electronic communications technology in a fashion pursuant to which the Voting Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. Any other meeting of the Voting Members may be held in the same manner.

ARTICLE III (DUES)
The fiscal affairs of the Society are based on the calendar year.

ISAC Membership Dues are recommended by the Membership Services Committee in close consultation with the Executive Director and the Finance Committee, and are approved by a two-thirds majority of Council. Dues are paid annually within a time determined by Council. Delinquent Members are given reasonable warning before their membership is terminated.

ARTICLE IV (PUBLICATIONS)
The Council is empowered on behalf of the Society to publish or to enter into agreements with others to publish on paper, electronically or in any other format, such journals and other publications (abstracts, reviews, newsletters, collected papers from a meeting, electronic media, etc.) as may be authorized by Council.

ARTICLE V (DUTIES OF OFFICERS)
Officers are in the service of the Council. Individual officers may not act in place of the Council unless acting together as an Executive Committee in accordance with these Bylaws.

The President chairs Council meetings and meetings of the Executive Committee; appoints and charges, with the approval of Council, the Chairs and other Members of Committees or Taskforces of Council, except as otherwise specified in these Bylaws; and carries out other duties as assigned by Council. The President presides over the International Congress of the Society, and over the General Business Meeting. The President shall be the only Council member authorized to speak for the Society, unless this task is specifically delegated to another Council member.

The President-Elect assists the President; performs the duties of the President when the President is not available; is responsible for organizing one International Congress during their term; carries out other duties as assigned by Council; and succeeds to the Presidency the moment that office becomes vacant.

The President and President-Elect shall be voting members of the Executive Committee and Council, and ex officio non-voting Members of all other Committees or Taskforces of Council unless otherwise specified.

The Secretary shall be a voting member of the Executive Committee and of Council; chairs the Governance Committee; ensures appropriate governance practices in all activities of Council and Committees or Taskforces of Council; ensures that minutes and other records of Council are maintained; and carries out other duties as assigned by Council.

The Treasurer shall be a voting member of the Executive Committee and of Council; chairs the Finance Committee; and is responsible for ensuring the overall financial integrity of the Society. The Treasurer collaborates with ISAC’s Executive Director and staff to prepare the annual budget for Council approval; and carries out other duties as assigned by Council.

The Immediate Past-President shall be a voting member of the Executive Committee and of Council; chairs the Nominations Committee; presides over the Annual Awards Ceremony; and carries out other duties as assigned by Council.

ARTICLE VI (DUTIES OF COUNCIL)
Council shall act as the Board of Trustees for the Society. As such, Council is responsible for defining the Society’s strategic vision and is accountable for the overall health of ISAC’s programs, organizational culture, and fiscal affairs. Council shall establish the policies of the Society according to the Constitution and, in collaboration with the Executive Director, shall oversee the implementation of these policies according to these Bylaws.

Council must formally approve all official activities of the Society, including all recommendations of Committees and Taskforces of Council, unless specifically delegated. All budgets for expenditure of Society funds must be approved by Council.

Should the Presidency become vacant and there is no President-Elect, Council shall elect one of its Members as Acting President. Council shall decide whether or not to hold a special election to replace an Acting President. Should the position of President-Elect become vacant, Council shall hold a special election to fill this position. Should the office of Secretary or Treasurer become vacant, Council shall appoint an Acting Secretary or Treasurer, who shall serve until the office can be filled by a regular election of the Society. Interim vacancies among the Councilors shall be filled by appointments recommended by the President and approved by Council.

Councilors shall attend all Council meetings, Congresses and Business Meetings, unless excused by the President.

Council may retain individuals and/or organizations to assist in handling the affairs of the Society and shall determine their duties and responsibilities.

Council shall meet at least once per year at the call of the President. When appropriate, Council business may be conducted by conference telephone or other means of communication by which all Councilors participating may simultaneously hear each other during the meeting. The Council may take action without a meeting by unanimous consent, such consent to be memorialized in writing, including email. Eight members of Council constitutes a quorum.

There shall be eight Standing Committees of the Society, with duties and responsibilities as provided in Article VII of these Bylaws and by Council.

Council may establish other Committees or Taskforces to meet special needs of the Society.

Council shall approve all Committee appointments. Council shall ensure that Committee Membership represents as broad a cross section of the Society as is possible and practical.

ARTICLE VII (DUTIES OF STANDING COMMITTEES)
1. Education Committee
The Education Committee consists of the Chair and at least four Voting Members of the Society. The Chair and the Committee Members are nominated by the President and appointed with concurrence of Council.