Bylaws of the International Society for Fibrinolysis and Proteolysis
(Formerly: International Society for Fibrinolysis and Thrombolysis; cf. resolution #9).

DESIGNATION

Article 1
An International non-profit Society (vzw) is hereby founded, in accordance with the Belgian law of 25 October 1919, amended by the Belgian law of 6 December 1954, under the name of "International Society for Fibrinolysis and Proteolysis", with its registered office at Gasthuisberg, Onderwijs & Navorsing, Herestraat 49 (box 911), B-3000 Leuven, Belgium. The Society is founded for an indefinite period, and the registered office may be relocated by virtue of a decision by the Council. Such decision must be announced in the Belgian Official Journal.

OBJECTIVES

Article 2

The objectives of the Society, which has no profit motive, are exclusively scientific and educational in nature. Specifically, the objectives include the furtherance of scientific research relating to fundamental and medical aspects of Fibrinolysis, Proteolysis and Thrombolysis, the futherance of resarch in related disciplines, the interchange of ideas through the organization of scientific conferences (cf. resolution #2) and the publication of a web site (http://www.fibrinolysis.org), and the stimulation of scientific activities for the developments in Fibrinolysis, Proteolysis and Thrombolysis (cf. resolution #3). The Society also has as its objectives the furtherance of the cooperation with "The International Society on Thrombosis and Haemostasis".

MEMBERS

Article 3

The Society consists of natural persons and has two classes of members, namely active and sponsoring members.

Active members

The eligibility for election to active membership shall be based on the candidate's continuing scientific interest in the broad field of Fibrinolysis, Proteolysis and Thrombolysis. Candidates for active membership will be submitted by the Council at the next General Meeting. The General Meeting decides by simple majority of votes on the acceptance of the candidates as active members. The annual dues of these members will be fixed by a ruling of the Council which is to be approved by the General Meeting. The membership fees will be collected directly by the ISFP and are to be paid annually. The Council can propose to the General Meeting to accept a number of complimentary (cf. resolution #1) and honorary members (cf. resolution #7) as active members.

Sponsoring Members

The eligibility for election of sponsoring members shall be based on their financial contributions to the International Society for Fibrinolysis and Proteolysis. Candidates for such election are proposed by the Council at the next General Meeting. The General Meeting decides by simple majority of votes on the acceptance of the candidates as sponsoring members. The annual dues of these members will be fixed by a ruling of the Council which is to be approved by the General Meeting (at present fixed at a minimum of 1,000 USD).

Article 4

A member of the Society may resign by submitting his resignation by means of a registered letter addressed to the Council, which shall accept the resignation at its next meeting, providing the member concerned has paid all subscriptions due up to that date.
A member may be expelled by at least two thirds of the votes which are represented at the General Meeting, and under the following conditions:

A member who, by reason of death or otherwise, no longer constitutes part of the Society, has no rights in respect of the Society's assets.

GENERAL MEETING

Article 5

The General Meeting consisting of all active members shall be authorized to carry out all activities which help in the achievement of the Society's objectives.

The General Meeting has the authority to:

• change the bylaws
• nominate and fire Council members
• approve the profit and loss statement and budget
• discharge the Council members
• approve proposals of the Council regarding membership
• decide to dissolve the Society

Article 6

The General Meeting is required by law to meet annually under the chairmanship of the Chairman at the location of the Society's registered office or at a place to be designated in the convocation. The convocation shall be carried out by the Council, who shall place an announcement to that effect at the Society's web site, stating the agenda, date and time of the General Meeting.
The General Meeting may also be convened by at least five members of the Council and if one fifth of the members request this.
Whenever the Society organizes a scientific conference, the General Meeting for the year concerned shall be held during said conference, unless decided otherwise by a majority of the members.
Every active member may represent one other active member by means of a written proxy.

Article 7

Save in the exceptional cases specified in these articles, resolutions shall be adopted by a simple majority of the active members present, and shall be brought to the notice of all members by publication on the Society's web site.
No decision may be taken on any subject which has not been recorded on the agenda, except by means of unanimous resolution.

Article 8

The resolutions of the General Meeting shall be listed in a register, signed by the Chairman, the Vice-Chairman and the Secretary.

COUNCIL

Article 9

The Society shall be managed by the Council, consisting of at least 12 active members of whom at least one must possess the Belgian nationality and in which at least four different countries, from at least two continents must be represented.
Four of these twelve members of the Council shall be replaced every 2 years by four new members. This replacement shall take place on the basis of seniority.
Members of the Council shall be appointed by the General Meeting by simple majority of votes. Election of new council members will be conducted by mail by all ISFP members and the results will be confirmed at the next General Meeting. The term of their mandate shall be fixed at 6 years.
The Chairman of the Subcommittee on Fibrinolysis of the Scientific and Standardization Committee of the International Society on Thrombosis and Haemostasis (ISTH), the liaison officer with the International Fibrinogen Research Society (IFRS) and the Associate Editor of the Journal on Thrombosis and Haemostasis, section Fibrinolysis are - ex officio - members of the Council of the ISFP.
Members of the Council may be dismissed by a General Meeting which decides by a majority of two thirds of the active members present. Retiring Council members may join the Advisory Board (cf. Resolution #5).

Article 10

The Council shall elect by secret vote from among its members and for a renewable term of 2 years, a Chairman and a Vice-Chairman and for a term of 4 years a Secretary/Treasurer. The Vice-Chairman will become Chairman two years after his/her appointment. The Council may appoint an Executive Director who is not a member of the Council, and who will be responsible for the business management of the Society, as defined by a ruling of the Council. The Executive Director is appointed for 2-year terms, which are renewable.
On election to one of these offices, the mandate of the Council member concerned may be extended by a term corresponding to the term of the elected mandate. Retiring Chairmen will continue to serve on the Council for one year after the end of their official mandate.
The Council shall meet at the request of the Chairman or at the request of three of its members. Its resolutions shall be passed by a majority of the members of the Council. In case of a tied vote the Chairman's vote shall be decisive.

Article 11

Resolutions passed by the Council shall be entered in the register signed by the Chairman, the Vice-Chairman and the Secretary, and shall be kept by the Secretary or the Executive Director, who shall make the resolutions available to the members of the Society.

Article 12

The Council shall have full authority with respect to the management and running of the Society, subject to the authority of the General Meeting. The Council may charge its Chairman, or one or more members of the Council, or another person appointed for the purpose, with the day-to-day management.
The Council, subject to approval by the General meeting by common majority, may set up a number of special committees. The Council shall specify further and in more details the various responsibilities and tasks of these committees in a ruling, which must be approved by the General Meeting.

Article 13

All acts which commit the Society in matters other than those connected with the day-to-day management, shall be signed by two members of the Council.

Article 14

All legal actions, both as plaintiff and defendant, shall be conducted, prosecuted and expedited by the Council, represented by its Chairman, or two members of the Council, or a person appointed for that purpose.

BUDGET AND ACCOUNTS

Article 15

The Society's financial year shall be closed each year on December 31.
The Council shall be bound to submit to the General Meeting each year the accounts for the financial year just ended and the budget for the following financial year.

AMENDMENT OF THE ARTICLES AND DISSOLUTION

Article 16

Any proposal which has as its object an amendment of the articles or the dissolution of the Society, must be issued by the Council or at least one third of the active members of the Society.
The Council must bring the date of the General Meeting which will decide on the proposal referred to, to the notice of the members of the Society at least two months in advance via publication on the Society's web site.
No decision shall be obtained unless it is voted by a majority of two thirds of the active members of the Society. If less than two thirds of the members are present, a second General Meeting can be convocated (at least 15 days later) that can take decisions irrespective of the number of members present or represented.
Alternatively, a vote by mail may be convened under the same conditions as described above, which shall decide in a valid manner on the proposal referred to, by a majority of two thirds of the voting active members.
Amendments to the articles shall only become effective following approval by Royal Decree and after the conditions in respect of notification as required by Article 3 of the law of 25 October 1919 have been met.
The General Meeting can with four fifth of the votes of the members present, or represented decide to dissolve the Society and shall determine the way in which the Society is to be dissolved and liquidated. Any remaining assets following liquidation should be transferred to a non-profit organization with related scientific or educational goals.

GENERAL PROVISION

Article 17

All matters which are not determined by these articles, including the announcements which must be placed in the Belgian Official Journal, shall be dealt with in accordance with the provisions of the law.

ADDENDUM: Updated Resolutions adopted by the Council and General Meeting (1992-2005)

Resolution #1: Complimentary members

As we are fully aware of the difficulties in currency exchange in some countries, we propose to accept one senior scientist from each major research institute on a complimentary basis. These complimentary subscriptions will be sponsored by the donation of the D. Collen Research Foundation to our Society. Complimentary memberships have to be renewed every two years by approval of the Council.

Resolution #2: Organization of the International Congress

Resolution #3: ISFP Prize

Retiring Council Members may become member of the Advisory Board of the ISFP. They will be consulted by the actual Council, but do not officially attend the Council Meeting. Members of the Advisory Board can be reelected as active council members by the General Meeting.

Resolution #7: Honorary members