Bylaws

Preamble

These Bylaws shall come into force as of 30 June 2000 together with the approval of the International Society for Equity in Health Constitution under Articles 9.3 and 9.4 of such Constitution.

1. The General Assembly

1.1 Business of the General Assembly

At the General Assembly, ISEqH shall transact the following business in the following order:

(a) reading of the Notice of the meeting;

(b) recording of apologies;

(d) reading of a Report of the President of ISEqH on the activity of ISEqH during the preceding Years;

(e) tabling of the Treasurer's Report;

(f) tabling of the accounts of ISEqH and the Auditor's Report;

(g) electing Members of the Executive Board nominated by a nominating committee;

(h) discussing any special business of which at least twenty-eight (28) days prior written notice has been given or, in the case of any proposal for dissolution of ISEqH, at least sixty (60) days prior written notice; and

(i) setting the date for the next General Assembly.

1.2 Visitors

A visitor may attend the General Assembly only with the expressed prior permission of the President, or in his/her absence, the Executive Secretary of ISEqH.

1.3 Quorum at the General Assembly

A quorum at the General Assembly shall be twenty (20) Members present at the beginning of the meeting.

1.4 Procedure if No Quorum

If within fifteen (15) minutes from the meeting time appointed no quorum shall be present at the General Assembly convened by the Executive Board, the meeting shall be adjourned and a time and place immediately set for the adjourned meeting; if at the re-set meeting a quorum is not present within fifteen (15) minutes from the time appointed for the meeting, the Members present shall be a quorum with at least eleven (11) members.

1.5 Chairperson of the General Assembly

The President of ISEqH or in his/her absence, the Immediate Past President or in his/her absence, a Member of the Executive Board elected by the Executive Board shall act as Chairperson of the General Assembly.

1.6 Chairperson's Powers

The Chairperson of the General Assembly shall

(a) have a casting vote (in addition to his/her vote) in the case of an equal number of votes;

(b) decide the order of business (other than as is set out in the Constitution);

(d) decide whether a vote shall be on voices alone or also on show of hands except that any one Member may demand a written ballot.

1.7 Voting at the General Assembly

Any resolution at the General Assembly shall, except where otherwise provided in the ISEqH Constitution, be carried if voted for by a simple majority of those present in person and entitled to vote and voting and those voting by proxy in accordance with the Constitution.

1.8 Voting by Proxy

A Member may appoint another Member (including the President) to be his/her proxy to attend and vote on behalf of the first Member on any resolution with respect to any particular motions, either at the discretion of the proxy or in accordance with the direction of the Member. The appointment shall be in writing and shall be lodged with the Executive Secretary at least one hour before the meeting in respect of which it is given.

1.9 Evidence of Proceedings

Minutes of the proceedings of every General Assembly shall be entered and kept in a Minute Book and such Minutes when signed shall be conclusive evidence that the recorded proceedings were regular and actually took place as recorded at a meeting duly convened and held and shall be binding on all Members of ISEqH. Such Minutes shall be signed by the Chairperson of the meeting at which the proceedings were held, or by the Chairperson of the next succeeding meeting.

1.10 Adjournment

The Chairperson may, with the consent of the General Assembly at which a quorum is present (and shall if so directed by the Meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

1.11 Publication of the President's Report

Within ninety (90) days of the General Assembly, copies of the President's Report, as read at the General Assembly, will be circulated by mail, fax, or electronic mail to all Members of ISEqH.

1.12 Poll by Postal (or Fax or Electronic Mail) Vote

The Executive Board may from time to time determine that a Poll of Members of ISEqH shall be taken by postal (or fax or electronic mail) vote on any matter relating to the affairs of business of ISEqH and it may determine the manner in which any such poll shall be taken and in which the votes thereof shall be dealt with and counted. The result of any such poll shall be binding on the Executive Board.

2. The Executive Board

2.1 Executive Board to Administer ISEqH

Subject to the ISEqH Constitution, the management of ISEqH shall be carried out by an Executive Board constituted in accordance with this Clause and that Executive Board shall be empowered to exercise all the powers which ISEqH may exercise and to do all the acts and things ISEqH may do.

2.2 Composition, Duties and Term of Office of the Executive Board

(a) The Executive Board shall have not more than eleven (11) Members composed of:

(i) Ten (10) Members including:

     1. President;
     2. Secretary;
     3. Treasurer;
     4. Immediate Past President; and
     5. Six (6) Executive Board Members; and

(ii) The Executive Secretary, who shall serve ex-officio.

(b) The duties of the Executive Board Members shall be determined from time to time by the Executive Board. The Executive Secretary will also be the Secretary to the Executive Board.

(c) An Executive Board Member may hold more than one office. In the case of the President, this other office may only be that of Immediate Past President.

(d) The majority of the Executive Board may appoint Members to fill vacant positions until an election for that position by the General Assembly can be held.

2.3 Vacation of Office

The Office of a Member of the Executive Board shall become vacant:

(a) upon his/her decease;

(b) if he/she ceases to be a Member of ISEqH;

(c) if he/she becomes incapacitated as a result of mental or physical illness to a degree which renders him or her incapable of reasonably carrying out the duties of Office; or

(d) if he/she resigns his/her Office by notice in writing to ISEqH.

2.4 Meetings of the Executive Board

(a) The Executive Board may meet at such a place, at such times and in such manner as shall be determined by the Board.

(b) A meeting of the Executive Board may consist of a telephone meeting or electronic mail between a number of Members of the Executive Board, being not less than a quorum, who are not in one place at the same time if:

(i) all the Members of the Executive Board are able to be linked by conference telephone or other form of communications equipment (whether in use when this Clause is adopted or developed subsequently), or by a combination of these methods; and

(ii) each of the Members of the Executive Board taking part in a telephone meeting is available:

1. to hear every other Member of the Executive Board participating in the telephone meeting who addresses the telephone meeting; and

2. to address simultaneously every other Member of the Executive Board if he/she so wishes, whether directly or by use of communications equipment.

(d) No Member of the Executive Board may leave a telephone by disconnecting his/her communications equipment unless he/she has previously obtained the express consent of the Chairperson of the meeting and a Member of the Executive Board shall be conclusively presumed to be present and to have formed part of the quorum at all times during the meeting unless he/she has previously obtained the express consent of the Chairperson to leave the meeting.

(e) Minutes of the proceedings of a telephone meeting shall be sufficient evidence of the proceedings and or the observance of all necessary formalities if signed as correct by the Chairperson of the meeting.

(f) A telephone meeting shall be deemed to take place at the place where the largest group of participating Members of the Executive Board is assembled or, if no such group is readily identifiable, at the place from which the Chairperson of the meeting participates.

(g) Nothing in this Clause restricts the ability of the Members of the Executive Board to regulate the proceedings as they think appropriate.

(h) This Clause applies also to the proceedings of any Committee to which the Executive Board has delegated any of its powers, and Standing Committees of the Executive board, including the Advisory Committee and any other Committee appointed from time to time by the Executive Board.

(i) Meetings of the Executive Board shall be chaired by the President or in his/her absence by the Immediate Past President. In the event that neither is present at a meeting, those Members of the Executive Board present shall elect a chairperson for that meeting; in such case the chairperson so elected shall report to the President of the Executive Board on the proceedings of the meeting as soon as practicable after the meeting.

2.5 Quorum at Meetings of the Executive Board

A quorum at any meeting of the Executive Board shall be six (6) Members in person or by proxy of the Executive Board. When a quorum is not present no vote shall be taken, but the Executive Board may discuss matters and make recommendations, which shall then be reported to the next full meeting of the Executive Board for its decision.

2.6 Authority to Act

The President shall during the intervals between meetings of the Executive Board exercise the functions, powers and discretion of the Executive Board, the management and direction of the business and the conduct of the affairs of ISEqH as may be entrusted to him/her from time to time by the Executive Board or such as the President in cases of emergency in his/her absolute discretion may deem it necessary to exercise.

3. Secretariat

(a) ISEqH shall maintain a Secretariat, to be headed by the Executive Secretary, which shall be responsible for the administration of ISEqH under the direction of the Executive Board.

(b) The functions of the Secretariat shall be as determined by the Executive Board.

3.1 Executive Secretary

(a) The Executive Secretary shall be appointed by the Executive Board on a contractual basis and shall be resident of the country in which the Secretariat is located.

(b) The Executive Secretary shall, inter alia:

(i) be responsible for the general administration and financial management of ISEqH under the direction of the Executive Board or, as provided under the Constitution, the President;

(ii) act as the Secretary of the Executive Board;

(iii) be responsible for maintaining a register of Members of ISEqH;

(iv) be responsible for maintaining the Constitution of ISEqH and ensuring that the provisions of the Constitution are adhered to at all times;

(v) be responsible for recording minutes of all meetings of ISEqH, ensuring that the Minutes are signed, and for maintaining the Minute Books;

(vi) be responsible for the conduct of the elections for Members of the Executive Board by the nominating committee;

(vii) organize the General Assembly and any scientific meeting of ISEqH; organize pre-conference activities, publication and any other work related to the purposes and objectives of ISEqH; and

(viii) in association with the Treasurer and the Annual Scientific Meeting organizing committee, prepare a budget for each scientific meeting for approval by the Executive Board and, within sixty (60) days of the Conclusion of any such scientific meeting held under the auspices of ISEqH submit a report on the Executive Board.

4. Appointment of Committees and Advisory Councils

The Executive Board may from time to time appoint any Committee deemed desirable. Any such Committee shall not be recognized unless the Minutes of the meeting at which it was constituted state its composition, terms of reference and life expectancy. The President and Executive Secretary shall be ex-officio Members of all Committees.

4.1 Editorial Committee

(a) The Executive Board will appoint, at a time when the Executive Board decides to publish a journal of ISEqH, an Editorial Committee comprising the Editor of the Journal, who will chair the Editorial Committee, and not more than four (4) Regional Editors.

(b) The Editor shall be responsible for editing the Journal to be published by ISEqH in accordance with the objectives of ISEqH and the provisions of the contract under which the Editor has been appointed. The name of the Journal will be decided by the Executive Board.

(d) The Members of the Editorial Committee shall provide advice on the journal for the Editor and Regional Editors and shall act as referees when requested.

4.2 Scientific Advisory Council

(a) There shall be a Scientific Advisory Council, the purposes of which shall be to stimulate interest in ISEqH, to further the purposes and objectives of ISEqH, and to provide a forum for the exchange of information on equity improvement issues.

(b) The Scientific Advisory Council shall also advise ISEqH on topics or issues which should be addressed by ISEqH or its Executive Board at any of their meetings.

(c) The Scientific Advisory Council shall consist of not more than twenty-six (26) persons, with at least one member from each of the following regions:

(1) Africa;

(2) Asia/Pacific;

(3) Europe; and

(4) The Americas

(d) Members of the Scientific Advisory Council shall be appointed by the President with the advice of the Executive Board members.

(e) Members of the Scientific Advisory Council shall serve a term of two (2) years and shall be eligible for re-appointment.

4.3 Nominating Committee

(a) The Nominating Committee shall consist of four (4) members.

(b) Members of the Nominating Committee shall serve a term of two (2) years and shall be eligible for re-election for one additional term.

(c) The Nominating Committee will prepare the list of nominees to the Executive Board according to the provisions defined under the ISEqH Constitution.

(d) Members of the Nominating Committee shall be elected according to the provisions defined under the ISEqH Constitution.

5. Use of ISEQH's Name and Logo

The Executive Board shall approve any use of the name and logo of ISEqH prior to such use.

6. Accounts

(a) All checks, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members approved by the Executive Board for this purpose.

(b) The Executive Board shall cause all records to be kept and, at least once after the completing of each ISEqH Year, record an accounting of that ISEqH Year, or record several separate accountings of all the property, financial transactions and affairs of ISEqH in such a manner as required under the Constitution.

6.1 Annual Accounts

(a) Until otherwise decided by the Executive Board such accounting reports shall include a statement of all receipts and expenditures during each ISEqH Year and a statement of all of the property and liabilities of ISEqH at the end of that ISEqH Year with such reconciliation as may be necessary, both of which shall be submitted to the General Assembly for approval.

(b) The framing of a budget and preparation of annual accounts shall be the responsibility of the Treasurer, in consultation with the Executive Secretary as appropriate.

7. Seal

(a) The Common Seal of ISEqH shall be kept in custody of the Executive Secretary.

(b) The Common Seal shall not be affixed to any instrument except by the authority of the Executive Board and the affixing of the Common Seal shall be attested by the signatures of two members of the Executive Board.

8. Custody of Records

Except as otherwise provided in the ISEqH Constitution, the Executive Secretary shall keep in his or her custody or under his or her control all books, documents and securities of ISEqH, which shall be available for inspection and copying by any member of ISEqH upon request.

9. Source of ISEqH Funds

The funds of ISEqH shall be derived from entrance fees, annual subscriptions, donations and such others sources as the Executive Board determines.

10. Auditor

(a) The Auditor shall be appointed by the Executive Board for such period and on such terms as the Executive Board shall think fit.

(b) The Auditor shall examine all financial records and data of ISEqH, and furnish a report thereon. The Executive Board shall attach the report of the Auditor to the accounts of ISEqH when tabling the same at the General Assembly.

(d) An Auditor shall not be a Member of ISEqH or closely related financially or otherwise to a Member of the Executive Board.

11. Indemnification by ISEqH of Executive Board Members

The Executive Board Members shall not be personally liable for the debts, liabilities, or other obligations of ISEqH. The Executive Board Members shall be indemnified by ISEqH to the fullest extent permissible under the laws of the state of incorporation. The Executive Board may authorize purchase and maintenance of insurance for any agent of ISEqH (including Executive Board Members and employees or other agents of ISEqH) against liabilities incurred by the agent in the agent's capacity or arising out of the agent's status, whether or not ISEqH would have the power to indemnify the agent against such liability under the Articles of Incorporation, Bylaws, ISEqH Constitution or provisions of law.