BYLAWS

STATUTE
INTERNATIONAL PLACENTA STEM CELL SOCIETY 
(IPLASS)


TITLE I – NAME AND STATUTE

 

Art. 1 – Name and Location
An association is hereby founded, named the “International Placenta Stem Cell Society”, abbreviated to “IPLASS”. The Society is governed by the Civil Code, specific laws if applicable, as well as this statute.
The legal office of the Society is situated in Brescia; changes to the location of the legal office to another location within the same municipality can be decided on by the Board of Directors and will not require any formal changes to be made to the present statute. “Historical Note”: The idea to establish IPLASS was born during the first International Workshop on Placenta Derived Stem Cells, which was held in Brescia in March, 2007, and it was re-discussed for approval during the Workshop entitled “Placenta-derived cells for treatment of inflammatory diseases: moving toward clinical application”, which was held in Brescia in March, 2009.
On September 12th, 2009, the foundation of IPLASS was held in the presence of the following researchers who acted in order to help create the Society, although not at the level of a legal association: 
Ornella Parolini, Cesar Borlongan, Gian Paolo Bagnara, David Hess, Bing Liu, Ursula Manuelpillai, Colin McGuckin, Peter Ponsaerts, Heinz Redl, Stephen Strom, Daniel Surbek, Sankar Venkatachalam, Steffen Zeisberger, Andreas Zisch, Marco Evangelista, Francesco Alviano.

 

Art. 2 – Nature of the Society
IPLASS is an independent and non-profit scientific organization. The present statute contains the rules of the Association and binds its members to abide by these rules. It can only be modified through agreement of the General Assembly. 

 

TITLE II – AIMS OF THE SOCIETY

 

Art. 3 - Aims
The International Placenta Stem Cell Society (IPLASS) is focused exclusively on promoting scientific research on stem cells derived from human term placenta. 
The society is conscious of the need for science to consider and address ethical issues, and members are therefore obliged to observe the regulations as set out in the Declaration of Helsinki. It is expected that society members will not favor the use of human embryonic stem cells, and in particular, society funds are never to be used for this purpose.

 

Art. 4 –Activities of the Society
The International Placenta Stem Cell Society (IPLASS) has the following aims:
-    To promote research on the placenta as a source of stem cells by supporting basic scientific research, with the final aim of applying these cells for cell therapy.
-    To facilitate interaction between the members, thereby allowing exchange of ideas, information and new findings concerning placenta derived stem cells, promoting activities such as joint grant applications, and organizing periodical meetings and symposia
-    To promote and finance exchanges for young researchers between member laboratories, in order to promote the development of professional capacities and create collaborative networks.
-    To organize a scientific meeting on placenta-derived stem cell research on a bi-annual basis. 
The Society cannot undertake activities other than those indicated above unless they are in some way directly connected to these activities. 

-    To encourage the establishment of national IPLASS Chapters that represent the society in specific countries. National Chapters fully support IPLASS initiatives and aims, raise awareness of IPLASS, and complement the work and aims of the society at a regional level. Initiating members should send an e-mail to the IPLASS Board stating that they are willing to start a new National Chapter and detailing the motivation  for the establishment. The National Chapters are comprised of IPLASS members and must abide by the IPLASS statute.

 

Art. 5 – Provision of Services and Reimbursement of Costs
All official roles within the Society are assumed and carried out without any type of remuneration, be it direct or indirect. The Society is able to reimburse costs which are incurred as a result of the carrying out of certain activities, within the limits set by the Board of Directors. 

 

Art. 6 – Assets
The assets of the Society are composed of: 
-    A start-up donation provided when the Society was first conceived by its promoting     members;
-    Any goods or property which become the property of the Society;
-    Any money arising from unused funds;
-    Any funds gained via legacy or donation.
 The International Placenta Stem Cell Society, or IPLASS, finances all of its activities (exchanges, organization of events, etc.) through:
-    Collection of membership fees;
-    Contributions and donations made to the Society;
-    Funding received from sponsors
-    Funding applications 
Those who finance the Society must be in agreement with the Society’s aims and values. 
Members are expected to participate in efforts to raise funds for the Society. 
In case of dissolution of the Society, the remaining assets will be donated to a Society with similar aims or to a public foundation, as voted upon by the General Assembly.

 

TITLE III - Members
 

Art. 7 – Admission and exclusion of members
The founding members of the International Placenta Stem Cell Society (IPLASS) are:
Ornella Parolini, Cesario Venturina Borlongan, Gian Paolo Bagnara, David Hess, Bing Liu, Ursula Manuelpillai, Colin McGuckin, Peter Ponsaerts, Heinz Redl, Stephen Strom, Daniel Surbek, Sankar Venkatachalam, Steffen Zeisberger, and Andreas Zisch. 
Membership is open to scientists, medical doctors, and stakeholders who are actively engaged in the field of placenta derived stem cells, and who are in full agreement with all parts of the present statute. 
Request for membership shall be made by submission of an application to the President of the Society, via an online form which can be accessed via the Society’s web page (www.IPLASSociety.org). 

Membership within IPLASS falls under the following categories:
Full Membership: Researchers who are working in the field, with different backgrounds (Biology, Medicine, Veterinary, Pharmacy, etc) who have a PhD or MD, or who have held any other type of degree for at least 7 years.
Young researchers: Post-doctoral scientists who have completed their PhD within the last 5 years, or researchers who have completed any other type of degree within the last 7 years.
Student Membership: Membership is open to graduate students, medical students and PhD students who are pursuing a course of study in a program relevant to placenta-derived stem cells. 
Annual membership fees run from January 1st to December 31st, and payment indications are found on the IPLASS webpage. 
Membership shall be terminated in the following circumstances:
-    notice of voluntary resignation
-    failure to pay membership fees 
-    for conduct contrary to the scope and values of the society
Those who cease to be members of the Society, for any reasons whatsoever, will have no entitlement to any of the Society’s assets. 

 

Art. 8 – Members’ Rights
Members have the right to: 
-    Be informed of, and participate in, all the Society’s activities, as directed by the President;
-    Participate in the General Assembly, with the right to vote for the approval or modification of the Statute and its rules, nominate Committee members and candidates for President-Elect, Secretary, and Treasurer 
-    Vote for the early dissolution of the Society and the dispersal of any remaining assets;
-    Vote for the approval of the annual balance sheet
-    Assume official roles in the Society if they are active IPLASS members for at least 4 consecutive years
-    View all of the documented deliberations of the Society and all of the documentation relating to the Society’s management, with the possibility of obtaining copies of these documents
-    Be informed of the results of any auditing activities undertaken in accordance with the law, Statute or any other rules.

 

Art. 9 – Member Duties
Society Members are obliged to:
-    Abide by the rules set out in this statute, and any decisions, which are legally adopted by the Society’s internal bodies;
-    Undertake services which fall under their competence for the benefit of the Society in a voluntary manner without remuneration;
-    Act toward others in good faith and in a manner which is honest, moral, and supportive of the Society;
-    Ensure that their membership remains active through payment of annual membership fees. 
-    Help promote the bi-annual IPLASS meeting as well as other activities of the society through their own scientific networks, upon authorization by the Board.

 

TITLE IV – ORGANS WITHIN THE SOCIETY

 

Art. 10 – Organs within the Society
The main organs within the Society are the Board of Directors and the General Assembly. The Board of Directors is composed of the President, President-Elect, Secretary, Treasurer, and a maximum of 11 Committee members. Those who relinquish the role of President, Treasurer or Secretary at the conclusion of their term of office will serve as committee members for one further term.  
The General Assembly is composed of all active IPLASS members. 

 

Heading I – Assembly
 

Art. 11 – Composition and Presidency over the General Assembly
The General Assembly is composed of all members who have paid their annual membership fee. 
The General Assembly is presided over by the IPLASS President, who is assisted by a Secretary. In the event of absence or impediment of the President, the General Assembly will be presided over by the President-Elect. In the absence of both of these officers, the General Assembly will nominate the longest-standing member of the Board of Directors. If more than one long-standing member exists, the member with greatest age will be nominated from amongst these.

 

Art. 12 – Convocation and functions of the General Assembly
The Assembly is called together by the President, or, in the event of his/her absence of impediment, by the President-Elect. 
The General Assembly is called together at least once a year  through an ordinary letter or e-mail, or through other means decided upon by the Board of Directors, at least 15 days before the date of the meeting. The letter of convocation must contain the agenda for the meeting. 
The General Assembly has the following duties:
-    To elect the President-Elect and the Committee Members 
-    To recommend locations for the next bi-annual meeting;
-    To propose the Society’s activities for the next two years;
-    To decide on any modifications to the statute and on the dissolution of the Society;
-    To approve the balance sheet for the Society’s annual activities.

 

Art. 13 – Validity and Minutes of the General Assembly
The General Assembly is only valid when at least half plus one of the active members are either present or represented. Upon a subsequent convocation, the General Assembly is valid regardless of the number of members present or represented. 
All deliberations can be assumed valid when a majority vote in favor is obtained in either a first or second convocation.
Each member has the right to cast a vote, and can delegate to be represented by another member in writing. No member can be delegated to represent more than one other member. 
The topics covered and the deliberations of the General Assembly are summarized in the minutes of the meeting, which is to be prepared and signed by the IPLASS Secretary and the President. The copy of the minutes is to be kept in the archives of the Society, and each member has the right to make a request to view the minutes. 
For any issues requiring voting or approval by the General Assembly outside of the bi-annual meeting, votes will be taken via e-mail. Decisions will be made based on the majority of the replies, which are received within 2 weeks from the date of the initial communication.


Heading II – The Board of Directors

 

Art. 14 – Composition, convocation and Validity of the Board of Directors
The Board of Directors is composed of the President, President-Elect, Secretary, Treasurer, and a maximum of 11 Committee members. Those who relinquish the role of President, Treasurer or Secretary at the conclusion of their term of office will serve as Committee members for one further term. Meanwhile, the President-Elect (if still active in the field) will assume the role of President at the end of his/her four-year term. All Board members must pay the IPLASS membership fee. 
Each of the charges lasts for four years. With the exception of President-Elect, all positions within the IPLASS Board can be re-elected to the same position for a maximum of one further term.
The Board of Directors is presided by the President, who is assisted by the Secretary. In the event of absence or impediment of the President, the Board of Directors will be presided over by the President-Elect. In the absence of both of these figures, due to resignation or other factors, the General Assembly will nominate candidates and undertake voting for both positions. In the event that any of the other charges of the Board lapses before the end of a term, nomination of candidates and voting will be undertaken via e-mail as set out for each position.
In the event that one of the charges lapses (not applicable to President since President-Elect will come in), due to resignation or other factors, the Board will nominate candidates via e-mail, with voting to proceed via e-mail as set out for the various charges. In the event that more than half of the members of the Board of Directors are removed, the General Assembly must elect a new Board.
The Board of Directors is called together and valid when at least half plus one of the total number of members are present or represented. The decisions of the Board of Directors are taken through the majority vote of those present. 
Each Board member has the right to cast a vote, and can delegate to be represented by another Board member in writing.
For any issues requiring voting or approval by the Board of Directors outside of the bi-annual meeting, votes will be taken via e-mail. Decisions will be made based on the majority of the replies, which are received within 2 weeks from the date of the initial communication.

 

Art. 15 – Duration, functions and minutes of the Board of Directors. 
The members of the Board of Directors will remain in their positions for a period of four years, and will be eligible for only one consecutive re-election, with the exception of President-Elect. 
The Board of Directors is responsible for: 
-    The management of the Society in a manner that ensures the smoothest possible undertaking of all of its activities 
-    Executing the decisions of the Assembly
-    Review of the balance sheet, and keeping of all account records and minutes of meetings
-    Ensuring that all national and regional laws, as well as all statutory regulations of the Society are observed 
-    All internal and external administrative matters which do not fall under the exclusive competence of the General Assembly
-    The voting of the approval or modification of the Statute and its rules
-    Deciding the location of the next bi-annual meeting 
-    Deciding on the amount for membership fees
-     The voting of the dispersal of any remaining assets upon early dissolution of the Society 
The minutes of every meeting of the Board of Directors, to be prepared by the Secretary or a person assigned by the secretary, and which must be signed by the Secretary, will be retained in the archives of the Society and will be accessible to all members upon request. 

 

Heading III - The President

 

Art. 16 – Election and duration of the Presidential charge
The President-Elect is elected by the General Assembly through a majority vote, and will remain in this charge for a period of four years. At the conclusion of this four-year term, the President-Elect will assume the role of President for one further four-year term, if still actively engaged in the field. Candidates for the position of President-Elect must be active IPLASS members and have renewed their membership fees for at least four consecutive years. 

 

Art. 17 – Functions of the President
In the event of absence or impediment of the President, the roles of the President will be assumed by the President-Elect. The President has the following roles:
-     To participate in organizing the bi-annual meeting;
-     To prepare the agenda for each meeting;
-     To approve the entry of new members;
-     To identify possible sources of funding;
-     To call together and preside over the General Assembly and Board of Directors;
-     To ensure that the decisions made by the above groups are carried through;
The President represents all members in scientific matters, which concern both members and also external parties.  At the conclusion of the term of office, the outgoing President will serve as Committee members for one further term. 

 

Heading IV – Other Charges

 

Art 18 – The Legal Representative
The Legal Representative represents the society with Third parties. In the event that the Legal Representative relinquishes this role, or upon changes to the location of the legal office to another location other than Italy, a new Legal Representative may be nominated by the Board of Directors.

 

Art 19 – The Secretary
The Secretary is elected by the Board of Directors by a majority vote, and will remain in this charge until the end of the term of the Board of Directors by which he or she was nominated.
Candidates for the position of Secretary must have been active IPLASS members for at least  four consecutive years.
The secretary assists the President, and has the following responsibilities: 
-    To maintain and update the list of members;
-    To ensure that all correspondences are carried out in an efficient and timely manner;
-    To compile and conserve the minutes of all meetings of the Society;
-    To maintain all files relating to the administration of the Society;
At the conclusion of the term of office, the outgoing Secretary, if not re-elected to serve in this role for a further term, will serve as Committee members for one further term.


Art 20 – The Treasurer 
The Treasurer is elected by the Board of Directors by majority vote, and will remain in this charge until the end of the term of the Board of Directors by which he or she was nominated.
Candidates for the position of Treasurer must have been active IPLASS members for at least four consecutive years.
The Treasurer has the following responsibilities:
-    To compile the balance sheet of the Society for submission to the Board; 
-    Updating of all financial data of the Society according to current regulations  
-    Collection of annual membership fees.
At the conclusion of the term of office, the outgoing Treasurer, if not re-elected to serve in this role for a further term, will serve as Committee members for one further term. 


Art 21–  Voting 
The Secretary will solicit and collect nominations for positions within the Board of Directors and Committee members 3 months in advance to the IPLASS bi-annual meeting representing the end of the current term. Nominations will be accepted only from active IPLASS members (see article 9). All nominations are to be accompanied by a brief bio-sketch and justification for the nomination, which will posted on the IPLASS website accessible to all members prior to voting. The IPLASS Board will then confirm the validity of all nominees and prepare a final list of candidates for each position. 
Voting for the President Elect and 8 Committee members will take place via e-mail which will be sent by the Secretary to all members 1 month before the bi-annual IPLASS Meeting. The new Board will be decided based on the majority of the replies which are received within  2 weeks from the date of the initial communication. The newly elected Board will then elect the Secretary and Treasurer from the candidates who have been presented. 
The President-Elect will preside over elections by the General Assembly, and will nominate two Members to assist with the counting of votes. The results will be presented by the President-Elect during the General Assembly meeting. 

 

Heading V – The Auditing Committee

 

Art 22 – Composition, duration and functions of the Auditing Committee
The Auditing committee, if required, will comprise of 3 members and two reserve members, who are nominated by the General Assembly either from the list of members, or externally, based on their legally recognized competence to carry out this role. 
The Auditing committee will nominate one of its members as President of the Auditing committee. The committee will remain in force for a period of four financial years. The members of the Auditing committee are not able to assume any other official position within the Society. 
The Auditing committee will ensure the correct and legal management of all finances of the Society and will check all balance sheets, and will submit a report outlining its findings. 

 

Heading VI – Other Provisions

 

Art 23 – Committee 
The Committee is composed of a maximum of 11 committee members, including the outgoing President, Treasurer or Secretary from the previous term of office. The remainder of the Committee is preferably composed of 50% senior researchers and 50% junior researchers, equally distributed with age and gender, who have the following roles: 
-    To examine proposals for exchanges and allocation of funds on a yearly basis;
-    To identify new funding opportunities and to review requests for subsidies;
-    To coordinate the revision of the abstract books of each meeting. 
Candidates for Committee positions must be active IPLASS members. 

 

Art. 24 – Meetings
The International Placenta Stem Cell Society (IPLASS) organizes a meeting every two years in different locations. The meetings include a Scientific Meeting, and the meeting of the General Assembly. 
The meetings are presided over by the President, or in the absence of the President, by the President-Elect. 
The Society favors publication of a scientific review or Proceedings of every biennial meeting. 


Title V - BUDGET


Heading I - Administrative and Financial Documentation

 

Art. 25 – Administrative and Financial Documentation
The administrative and financial documentation which must be kept by the Society are as follows: 
-    The book of members 
-    The book of meetings and deliberations of the Assembly
-    The book of meetings and deliberations of the Board of Directors
-    The book of meetings and deliberations of the Auditing Committee (if present)
-    The book of accounts of the Society
-    The inventory book. 


Heading II –Balance Sheets

 

Art. 26 – Balance sheet
The financial year of the Society ends on December 31st of every year. 
The balance sheet is prepared by the Board of Directors and must be submitted for approval by the General Assembly by May 31st of every year. 

 

 

Art. 27 Economic resources
The Society obtains economic resources for its activities from:
-    Collection of annual membership fees;
-    Private contributions;
-    Contributions from the State or Public institutions;
-    Contributions from International entities;
-    Donations and bequests;
-    Revenue from goods received by the Society
-    Revenue raised by commercial activities;
-    Use of financial reserves from leftover monies or earnings.
The Society’s funds are deposited within a financial institution to be decided by the Board of Directors. 

 

Art. 28 – Distribution of earnings
The earnings or leftover money of the Society must be put toward the realization of the Society’s activities, or to activities directly related to these. 

 

TITLE VI – FINAL NOTES

 

Art. 29 – Dissolution of the Society
The Society has an indefinite lifespan. Dissolution of the Society will be decided by the Assembly, which will also nominate one or more liquidators and will decide on the powers and any remuneration to be awarded to the liquidators. 
In the event of dissolution of the Society, for any reason whatsoever, the General Assembly will decide on how to disperse any remaining assets. 

 

Art. 30 – Final notes
For any matters not specifically addressed in this statute, please refer to the Civil Code and other current laws.
 

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