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CONSTITUTIONS OF THE ISHEN
Preamble
During the 12th “International Symposium on Hepatic Encephalopathy and Nitrogen Metabolism” the foundation of the “International Society on Hepatic Encephalopathy and Nitrogen Metabolism” (ISHEN) was unanimously voted by the assembled participants of the meeting. It was agreed that ISHEN should be a non-profit organization aiming at promoting research on clinical and basic scientific.

Article 1 - Name
An International Scientific Society is constituted, named "International Society of Hepatic Encephalopathies and Nitrogen Metabolism (ISHEN)”, according to Articles 36 and subsequent articles of the Italian Civil Code and the provisions of the current constitution. The ISHEN is a non-profit organisation.

Article 2 – Objectives
The objectives of the Society are:
 
to promote the study, research and understanding of pathogenesis and treatment pertaining to all aspects of brain disorders associated with liver disease, including, neuroscience, hepatology, metabolism, nutrition, therapy and of nitrogen metabolism in general
 
to organise, prepare, hold and participate in international meetings on subjects related to objective (1) and provide the aegis for local symposia and workshops related to the same object;
 
to foster and advance the exchange of research ideas amongst individual members of the society and to encourage and foster collaborative research and facilitate exchanges of information, material and personnel;
 
to provide a forum for the dissemination of specialist opinion and information through symposia, congresses, workshops and a Society Web site or whatever valuable tool;
 
to support publications in journals related to its objectives, also through the affiliation with an established journal
 
to promote medical knowledge and good clinical practice in the field of interest and influence of the Society, through teaching and other forms of educational activity.
Article 3 - Powers
The Society shall be entitled:
  to own, lease and dispose of all kinds of property, wherever situated;
  to open and close bank accounts;
  to hold scientific meetings in any country;
  to participate in and co-operate with other bodies, associations or groups having objectives similar to or compatible with those of the Society
  to become a member of the Council of International Organizations of Medical Sciences (CIOMS);
  to give and receive grants.
Article 4 – Membership
  Members of the Society may be scientists involved in basic or clinical research or having a serious interest in the Society’s field of study and meeting the Society’s entrance requirements.
  Members will be open to accepting individuals irrespective of nationality, race, sex, race, language, religion or political persuasion.
  The Executive Committee may grant honorary membership to individuals of merit.
Article 5 – Applications for membership
Requests for membership should be made by application to the Society on a standard form which should be submitted to the Executive Committee or to the Society secretary. The candidate should also submit a short curriculum vitae. The inclusion of the signature of a sponsor, who is already a member of the Society, whilst welcome, is not mandatory.
Article 6 – Termination of Membership
Membership shall be terminated:
  by notice of resignation,
  by death of the member,
  by expulsion, voted for by a two-thirds majority of the Executive Committee (the member concerned having the right of appeal to the General Assembly).
Article 7 – Membership fee
The annual membership fee, if any, shall be fixed by the General Assembly.
Article 8 – Organs of the Society
The organs of the Society shall be:
  the General Assembly
  the Executive Committee
  the President
  the Regional Branches
Article 9 – General Assembly
The General Assembly will be the supreme authority of the Society. All members of the Society will be equal delegates to the General Assembly All decisions taken by the Assembly will be decided by a simple majority vote of those present. A quorum of at least 10 % ordinary members –or their delegates- will be necessary for the General Assembly to be valid.
Article 10 – Functions of the General Assembly
The General Assembly will be responsible for:
  the election of the President,
  the election of the officers of the Executive Committee,
  the approval of the budget, the annual accounts and all reports prepared by the Executive Committee officers,
  the setting of the date and venue of forthcoming International congresses,
  the amendment of the Society’s constitution when proposed by the Executive Committee.
Article 11 -. Meetings of the General Assembly
  A General Assembly will be convened at least once every three years, preferably to coincide with the timing and location of the International Congress.
  An Extraordinary General Assembly may be convened under the following circumstances:
 
  that a request in writing is made to the Executive Committee
  that the request specifies the urgent matter that has arisen
  that a special meeting of the Executive Committee is convened and votes by at least a two-thirds majority to approve the calling of an Extraordinary General Meeting.
Article 12 – Proceedings of the General Assembly
  The General Assembly will be composed of all the members of the Society.
  The President will preside over all proceedings of the General Assembly
  Each member will have one vote, and decisions will be taken on the basis of a simple majority
  Voting will be carried out in secrecy only if a majority of members present request it
  In the event of a tied vote, the motion or issue will be put to the ballot once more. If the votes remain tied, the President will have the deciding vote, or may decide to strike the motion from the agenda.
  Any amendments to the constitution proposed by the Executive Committee will require a two thirds majority of voters present.
Article 13 – Members’ proposals
Any member may request the inclusion of an item on the agenda of the General Assembly by writing to the Executive Committee at least six weeks before the date of that Assembly. The Executive Committee will consider the request and if approved put the item on the forthcoming agenda.

Article 14 – Election of the Executive Committee
  The members of the Society will elect the Executive Committee at the General Assembly
 
The Executive Committee will consist of nine members, elected for a fixed term of three years, including the President and the former President. Therefore, seven members, in addition to the President, will be elected by the General Assembly. The composition of the Executive Committee has to reflect the breadth of the scientific issue of the Society.
 
In the event of vacancies arising on the Executive Committee (through resignation or for any other reason), the remaining members may co-opt members to serve until the next General Assembly. However, failure to fill such vacancies will not in any way invalidate the actions or the powers of the Executive Committee.
  For any decision to be valid, the Executive Committee has to comprise at least five participant members.
Article 15 – Tasks of the Executive Committee
The Committee will perform the following functions
  It will manage the affairs of the Society
  It will advise on and supervise congresses and meetings
  It will approve new members, and remove members contravening the Society’s rules
  It will co-ordinate and promote the exchange of information between members
  It will facilitate the formation of new branches
  It will select an International Journal to publish the reports of the Society and will liaise with its Editor–in-Chief
  It will propose to the General Assembly the rate of annual membership fees
  It may appoint an Administrative Secretary
  It may propose amendments to the Society’s constitution (as specified elsewhere)
  It will implement the decisions of the General Assembly
  It will appoint the Treasurer of the Society
Article 16 – Proceedings of the Executive Committee
  The Committee will meet from time to time at its discretion.
  The Committee at its discretion may resort to virtual meetings, using communication technology to replace or enhance physical meetings.
  Decisions will be made by simple majority voting, with the President having a casting vote in the event of a tie.
 
Committee members may delegate their vote to another member, provided they do so in writing. Members unable to attend meetings may communicate their decisions or opinions in writing to the President.
  The quorum of members for the Committee meeting to be valid will be five. The members may participate directly or by a delegate.
  Duties of the officers of the Committee are those commonly assumed in their titles, or any others specifically delegated to them by the Committee.
 
The President will preside at Committee meetings. In his absence, the past-President will assume the role. Should he/she too be unavailable the oldest member will preside.
  The Executive Committee shall record its significant decisions and discussions in a minute book available to scrutiny by Members.
Article 17 –The President
  The President will be elected by simple majority at the General Assembly
  The President, or his nominated deputy, represents the Society in its outward dealings.
  The President presides over the General Assembly and the Executive Committee.
  The President organizes the next International Meeting of the Society.
  The term of the Presidency is three years
  The President is not immediately re-eligible for a second mandate.
Article 18 –Regional Branches of the Society
  The members of the Society in each continent may form a regional Branch of the Society, with the object of
 
  Promoting ISHEN
  Supporting national and regional meetings
  Recruiting appropriate new members to the Society, and advising the Executive Committee on membership applications
  Providing advice and local expertise on speakers and subject matter for congresses
  Assisting in the publicising of International Congresses
  Seeking appropriate sponsorship for ISHEN activities
  Covering the costs of local activities
  Each Regional Branch will be convened in occasion of the General Assembly and will elect a Co-ordinator for a term not exceeding six years.
  The Co-ordinator will organize the activities of the branch with the assistance of local members
  Planned activities of the Regional Branches require the approval of the Executive Committee, and must be specified 6 months in advance.
Article 19 – Employees
The Executive Committee may appoint (and discharge) such employees as it sees fit to fulfil the objectives of the Society. The Executive Committee may delegate some of its powers to non-member third party organizations or individuals necessary to efficiently execute the Society’s activities. In particular, the Committee may appoint an Administrative Secretary to undertake the effective management of its administrative workload, such as the collection of fees, disbursements, and correspondence.

Article 20– Signatures on behalf of the Society
The single signature of the President will bind the Society for ordinary administration. The signatures of both the President and the Treasurer will be required for extraordinary administration. The definition and the limits of ordinary administration will be fixed by the Executive Committee.

Article 21 – Seal or rubber stamp
The Society will have an official seal (or rubber stamp), with its name engraved thereupon.

Article 22 – Address of the Society
The legal seat of the Society will be by the lawyer of the Society (pro tempore Lawyer Filippo Frattina, via Nazareth, 2; 35128 Padova, Italy). The Administrative Secretary of the Society will be by the pro tempore President.

Article 23 – Liquidation of the Society
A majority vote of the General Assembly of the Society will be required to liquidate the Society. If this is the decision of the majority, a liquidator or liquidators will be appointed by the Executive Committee and, after payment of any debts, any residue will be distributed to nonprofit associations of a medical, educational or charitable nature, at the discretion of the Executive Committee.
 
 
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