This organization, established in 2001 as "The International Society of
Lyophilization- Freeze Drying " and thereafter known as ISL-FD hereby
adopts the following By Laws:
ARTICLE I. - MEMBERSHIP
- Mission Statement and Objective. The mission of ISL-FD is the promotion of
the scientific and technological advancement of the lyophilization or freeze
drying process by a mutual effort and advancement of good fellowship with all
peoples of the world.
- General Membership. The membership of ISL-FD shall consist of individuals
who share a common interest in sharing information, promoting the science and
technology and application of lyophilization or freeze drying. Membership is
free with no annual dues and no one will be denied membership based on age,
sex, religion, race, color or ethnic background. Any member may be suspended or
expelled by a two thirds vote of the entire membership of the Board of
Directors (BoD) for any act or conduct which the Board deems injurious to the
interests, or hostile to the objectives of ISL-FD and finds the member guilty
of same, provided that one (1) month's previous notice in writing has been
given the member, together with a copy of the charges, and the opportunity
afforded for a hearing before the BoD of ISL-FD, if the member so desires.
ARTICLE II - GENERAL MEMBERSHIP MEETINGS
Regular and Annual Meetings. There shall be as many meetings of the members
of ISL-FD as the BoD may deem desirable and necessary to fulfill the purposes
of the ISL-FD, but there shall be at least one (1) meeting of the general
membership of the ISL-FD each year, which shall be the Annual Meeting in the
fourth quarter of each calendar year on a date to be fixed by the BoD. The
Annual Meeting will take place during the Annual Conference, but the Web Site
can be used for this purpose too. In case that the Annual meeting takes place
through the Web Site, then the Annual Report will be showed on an special page
into the Web Site, including a ballot where each member can vote to approve,
disapprove or abstain it. When voting using the Web Site, the member will have
the option to enter a write in vote for a present member of the Society. Notice
of the time and place of the Annual Meetingall shall be e-mailed at least seven
(7) days prior thereto to all members.
Annual Meeting Agenda. The business at each Annual Meeting shall include:
1st The reading of the minutes of the last general meeting and of any
special meeting held subsequent thereto.
2nd Report of the President.
3rd Report of the Treasurer.
4th Report of the Standing Committees.
5th Report of the Special Committees.
6th Election of Officers and Directors.
7th New Business.
Special Meetings. The President or five (5) members of the BoD may call a
special meeting of the members at any time, and upon the request in writing of
fifty (50) members, the President shall convene a special meeting. This
request, and any notice of special meetings, shall state the object for which
the meeting is called, and at the special meeting no subject not so stated
shall be considered. Notice of any special meeting shall be e-mailed at least
seven days prior thereto to all members.
Quorum. Twenty (20) members present shall constitute a quorum at all
meetings of the members. In the absence of a quorum, the members present may
adjourn the meeting without additional written notice of a date of reconvening,
other than the e-mail announcement of the date for reconvening given at the
Voting Rights. Only members present at a Membership Meeting shall be
entitled to vote.
ARTICLE III - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS.
- Eligibility and Term. A candidate for election as an officer or a director
must be a member at the time of election. Officers and directors must continue
to be members in good standing during their respective terms of office. The
elected officers of the ISL-FD shall consist of a President, a Vice President,
a Secretary, a Treasurer and a Auditor. Each officer shall serve for a term of
three years and shall be elected at the Annual Meeting. Eleven Directors shall
be elected to serve for two year terms, on a staggered basis with six directors
to be elected at each annual meeting. Officers and directors shall assume their
respective offices on January 1 following their election.If an Officer or a
Director has resigned or is dismissed by the BoD, it shall then be the duty of
the President to nominate a replacement before or at the next BoD meeting . A
majority vote by the BoD will confirm the appointment of the individual who
will serve ad interim out the remaining term of the Director or Officer. The ad
interim nomination can be approved and turned into a permanent one, as defined
above, by election at the annual meeting following the nomination. No person
shall simultaneously hold more than one office in ISL-FD except for the
President who may act as a temporary replacement for an officer or director no
longer serving on the BoD.
- Nominating Committee. Prior to the annual meeting, the President shall
appoint a Nominating Committee consisting of at least five (5) members and the
chairman of which shall be the immediate past or present President.
- Nomination Report and Notice. The Nominating Committee shall report to the
BoD no less than two months prior to the annual meeting the nominees selected
for officers and directors of the ISL-FD. The names of the nominees for the
respective offices shall be sent to each member in the notice of the Annual
Meeting required in Article II, Section 1 above. Additional written nominations
for any office signed by at least 20 members of the ISL-FD may be made by
delivery of said nominations to the secretary at least ten (10) days prior to
the Annual Meeting.
- Election Process. At the Annual Meeting, if there is a contest for any
office or directorship, the President shall appoint two tellers of election to
assist the Auditor. The election shall then proceed by a ballot to be furnished
by the Secretary containing a list of all offices to be filled, and the names
of all the qualified candidates nominated therefor. No person shall be a
nominee for more than one (1) office at any one Annual Meeting. The candidate
having the highest number of votes shall be elected. When only one candidate
has been nominated for each office, election may be made by acclamation, and
ballots. In the case where the Annual Meeting takes place through the Web Site,
the ballot for votes will be posted on it and a period of 15 days will be given
to return the information to the Auditor
- Voting Rights. Only members currently on the Membership List shall be
entitled to vote.
Election Results. After the election has been closed, by vote of the
meeting, and votes counted, the Auditor shall report the results to the meeting
and the same shall be entered in the minutes. The results will be published on
the Web Site.
ARTICLE IV. - BOARD OF DIRECTORS.
- Composition. The BoD shall consist of the eight (8) Directors, the
President, the Vice President, the Secretary, the Treasurer, the Auditor and
the most immediate Past President, all of whom shall be members of the ISL-FD.
- Meetings. The BoD shall meet regularly at such times and places as the
Board shall from time to time designate, notice of which shall be given by the
President or Secretary at least seven (7) days in advance to all board members.
Special meetings of the Board may be called at any time by the President or by
a minimum of five (5) members of the Board of Directors upon similar notice. At
any meeting of the Board of Directors, seven officers and directors shall
constitute a quorum. Meetings may be conducted by telephone or by any other
electronic means as is permitted by law.
- Authority. The BoD shall have the power generally to manage the affairs of
ISL-FD, including authority, either directly or through the representatives
appointed for the purpose, to act or direct action on behalf of ISL-FD in all
matters relating to the interests of the society.
- Vacancies. In the event of a vacancy occurring for any Board position, it
will be fill as express the ARTICLE III point 1. In the event of the absence;
i.e., not taking part in the meeting, such as not voting on any reports or
resolution(s) without due cause, of any officer or Board member from three (3)
Directors' meetings during a fiscal year, then the Board, at its next regular
meeting, shall determine whether or not to declare the office vacant. In order
to so declare an office vacant, there must be a two thirds (2/3) vote of those
present with there being no vote by the person whose office is at issue.
Vacancies so occurring in the Board of Directors may be filled at the same
meeting by the President.
- Conflict of Interest. Upon consideration of any matter by the Board, a
Board member shall make prompt and timely disclosure of any interest in the
matter that might reasonably create a conflict of interest or the appearance of
a conflict of interest. Such an interest may be direct or indirect, pecuniary
or other interest, whether by ownership, representation or otherwise. A
director having a conflict of interest shall be disqualified from voting on the
matter before the BoD. Further, upon motion of any director, the Board by
majority vote shall determine whether a director has such an interest which
shall cause said director to be disqualified from voting on the matter before
- Right of Attendance. Meetings of the BoD shall not be open to all members
of the ISL-FD.
- Voting. Unless otherwise stated in these By-Laws or as stated in Roberts'
Rules of Order, all votes at meetings of the Board of Directors shall be
carried by a majority of those officers and Directors present and voting.
However, in the event that the voting involves the approval of a binding legal
financial Contract between the Society and a third party or the selection of an
event site, then any member of the BoD who will receive any financial payment
or aid as a direct result of the implementation of the Contract or the
selection of the event site shall be barred from voting on the acceptance of
the Contract or the event site. Those BoD members who are eligible to vote must
constitute a quorum of the BoD; otherwise such a Contract or selection of the
event site shall not be approved. No proxies shall be permitted.
- Limitation of Directors' Liability. No Director or Officer of ISL-FD shall
be personally liable for monetary damages as such for any action taken or any
failure to take any action unless: (a) the Director or Officer has breached or
failed to perform the duties of his or her office for matters relating to
standard of care and justifiable reliance, and (b) the breach or failure to
perform constitutes self dealing, willful misconduct or recklessness; provided,
however, that the provisions of this Section shall not apply to the
responsibility or liability of a member of the BoD pursuant to any criminal
statute or to the liability of a Director for the payment of taxes pursuant to
local, state or national law.
- Indemnification. The ISL-FD shall have the power to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
legal action or proceeding arising by reason of the fact that he is or was a
member or representative of the Board of Directors of ISL-FD, to the extent
permitted by the Non Profit Corporation Law of 1988, as amended from time to
time. The ISL-FD shall also have the power to purchase and maintain insurance
on behalf of any person who is or was a member or representative of the Board
of Directors of the ISL-FD against liability asserted against him in such
capacity or arising out of his status as such, whether or not the ISL-FD would
have the power to indemnify him against that liability under the provisions of
the Non Profit Corporation Law of 1988.
- All Officers shall be copied in all correspondence, unless such
correspondence is waived by the President, involving matters pertaining to the
Society. Any member of the BoD not complying with this provision be deemed as a
Conflict of Interest and dealt with in accordance with the provisions of
ARTICLE V. - DUTIES OF OFFICERS
- President. The President shall preside at all meetings of the ISL-FD and
of the Board of Directors and shall perform such other duties as usually
pertain to the office.
- Vice President. In the absence or incapacity of the President or the
Treasurer, the Vice President shall perform the duties of the President or the
Treasurer. The primary duty of the Vice President is to oversee all events
conducted by the Society or any local chapter to ensure they are in compliance
with the mission statement of the Society and the events comply with the
fiduciary standards set forth by the BoD
- Secretary. The Secretary shall be present at all meetings of the ISL-FD
and of the Board of Directors, keep full and complete minutes of said meetings,
send all notices provided for in these By Laws, keep the records of the ISL-FD,
(including a serial numbering of all Resolutions), keep the Corporate Seal of
the ISL-FD, and perform the other usual duties of Secretary. The Secretary,
together with the President, shall sign all written contracts of the ISL-FD.
The Secretary shall receive a monthly expense reimbursement, the amount of
which shall be determined by the Board of Directors. In the absence or
incapacity of the President and Vice President, the Secretary shall act as
- Treasurer. The Treasurer shall collect all monies payable to the ISL-FD.
The Treasurer shall deposit all fees and dues to the credit of the ISL-FD in
such depositories or banks as the Board of Directors shall designate. The
Treasurer shall pay all the bills of the ISL-FD. The Treasurer shall keep true
and correct account of all monies so collected and disbursed, which account
shall be audited annually. Upon the election and qualification of the
Treasurer's successor, the Treasurer shall turn over said funds and all of the
official books and papers to the successor. The Treasurer shall receive a
monthly expense reimbursement, the amount of which shall be determined by the
Board of Directors.
- Auditor. It shall be the duty of the Auditor to audit the accounts of the
Treasurer in addition it shall be the duty of the auditor to tally the voting
of the general membership. The Auditor shall report to the BoD no later than
April of each year following the fiscal year for which the Audit has been
ARTICLE VI. - COMMITTEES.
- Appointment and Composition. Chairpersons of the Committees of the Board
of Directors shall be appointed by the President, at the first regular meeting
of each fiscal year, from among the officers, directors or members of the
ISL-FD, and shall serve until their successors are appointed and qualified. If
such chairperson is not a director or officer, he shall not be entitled to vote
at meetings of the Board of Directors. These Committees shall include The By
Laws Committee, the Membership Committee, the Newsletter Committee, the Finance
Committee, the Program Committee, the Standards Committee, the Web Site
Committee, Local Chapters Committee by Continent and other such other (Special)
Committees as the President from time to time shall create for conducting the
business of the ISL-FD.
- By Laws Committee. It shall be the duty of the By Laws Committee, subject
to the control of the Board of Directors, to prepare, addend, and ensure that
ISL-FD is operating within the confines of the By Laws approved by the BoD.
- Standards Committee. It shall be the duty of the Standards Committee to
submit to the BoD in December of each year their recommendations of standards
regarding terminology, units and other applicable terms used in conjunction
with lyophilization when corresponding between members or in preparing
publication for the Newsletter
- Membership Committee. It shall be the duty of the Membership Committee to
seek the enrollment of new members in the ISL-FD. In addition it shall process
all applications for society membership and maintain an up to date membership
list. The Chairperson of the committee shall receive a monthly expense
reimbursement, the amount of which shall be determined by the Board of
- PAT Committee It shall be the duty of the PAT Committee to take an active
role in setting standards, test procedures and definitions that assist in
bringing the lyophilization process and its associated equipment and
instruments in line with the PAT guidelines..
- Web Site Committee It shall be the duty of the web site committee to
assist the web site programmer in the layout, special script and content of the
web site. The Chairman of the committee shall serve as Web Master and respond
to any inquires made by visitors to the site and report each month to the BoD
the activity in the log files.
- Local Chapters It shall be the duty of the Local Chapter Committee to
organize local chapters of ISL-FD for the purposes of conducting local meeting
and programs on topics related to lyophilization or freeze-drying and according
to the development of the Lyophilization in the main continents could be
representing by a Chairperson.
- Program Committee It shall be the duty to this committee to develop and
organize various programs, meetings and conferences for the general membership
- Donation Committee. It shall be the duty of this committee to obtain
donations or contributions for the Society.
- e-Journal Committee. The e-Journal Committee shall publish on a periodic
basic a e-journal containing general and technical information that will be
interested to members of the Society.
- Special Committees. The appointment by the President of Special Committees
- Financial Limitations. No Standing or Special Committee shall incur any
financial or other obligation without express authorization therefor from the
Board of Directors..
ARTICLE VII -.MISCELLANEOUS
- Amendment of By Laws. Authority to amend these By Laws, as the Board of
Directors may from time to time deem appropriate, is hereby vested in the Board
of Directors, subject to the power of the members of the ISL-FD to change such
action if they so desire. An amendment shall not be adopted by the Board of
Directors unless by absolute majority vote at two consecutive meetings of the
Board. Notice of the adoption of any amendment to the By Laws by the Board of
Directors shall be made available to the membership by the Secretary.
- Headings. Any headings preceding the text of the several paragraphs and
subparagraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of these By Laws nor shall they affect their meaning,
construction or effect.
Adopted on November 3, 2001.
Revised on December 15, 2001
Revised on July 27, 2002
Revised on February 26, 2004
Revised on November 22, 2004
Revised on May 17, 2006
Revised on April 1, 2010
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