Bylaws

The name of this international organization shall be the International Society for Pharmacoeconomics and Outcomes Research (ISPOR).

The International Society for Pharmacoeconomics and Outcomes Research is a nonprofit organization and shall be operated exclusively for educational, charitable, and scientific purposes within the meaning of Section 501(c)3 of the US Internal Revenue Code.

ISPOR is committed to strengthening the integrity, advancement, and the understanding and use of health economics and outcomes research among researchers, health technology developers and assessors, regulators, health economists, health care policy makers, payers, providers, patients, populations, and society.

The organization’s mission is to promote health economics and outcomes research excellence to improve decision making for health globally.

Section 1. Classes of Membership.

Classes of membership include: Member, Student Member, Fellow, New Professional, and Retired. The Board of Directors may, in the interests of the Society, establish or remove classes of membership through amendments to these Bylaws.

Section 2. Eligibility.

1. Member – Any individual who supports the objectives of the Society and is willing to contribute to the achievement of those objectives is eligible for membership.
2. Student Member – Any individual formally enrolled in a program of study which includes aspects of health economics or health outcomes research in the study curriculum and supports the mission of the Society is eligible for Student Membership.
3. Fellow – Any Member who is deemed to have made a meritorious contribution to the advancement of health economics or outcomes research as defined by the ISPOR Board.
4. New Professional – Any individual with three years or less professional experience in health economics or outcomes research.
5. Retired Members – Any Member with ten or more years of paid ISPOR membership and working less than half time (twenty or fewer hours per week).

Section 3. Rights and Privileges of Membership.

1. Members, Fellows, New Professional or Retired Members shall have the right to serve as a Member of the Board, or serve as a Chair of a Network, Consortium, Council, or Committee of the Society, as well as to vote for ISPOR Officers and Directors.
2. Student Members have the right to vote for ISPOR Officers and Directors.

Section 1. Officers.
Society Officers shall be the President, President-elect, Immediate Past President, CEO & Executive Director, and Treasurer. The Officers and Directors comprise the Board of Directors, also called the Board.

Section 2. President.
The President shall be Chairman of the Board of Directors. The President shall appoint the Chairs and Members of Standing Committees with the approval of the Board, and performs such duties as may be assigned by the Board.

Section 3. Immediate Past President.
The Immediate Past President shall perform other duties as assigned by the Board of Directors.

Section 4. President-elect.
The President-elect shall perform the duties of the President in the absence of the President, and shall perform other duties as may be assigned by the Board of Directors.

Section 5. CEO & Executive Director.
The CEO & Executive Director of the Society shall be hired by the Board of Directors and will serve as the Society's Chief Executive Officer. This individual, a voting Member of the Board (except on the issues of CEO & Executive Director’s salary and contract review), shall act as Corporate Secretary and will perform such duties as may be assigned by the Board. The CEO & Executive Director shall be in charge of the Society’s records; shall be responsible for the proper and legal mailing of meeting notices to its Members; and shall assure proper recording of proceedings of meetings of the Society, Board of Directors, and Executive Committee. He or she will ensure that accurate records of all Members are kept and shall keep the seal of the Society. He or she shall be in charge of the Society’s funds, and shall collect all Member dues and assessments, and shall establish proper accounting procedures for the handling of the Society's funds. He or she shall employ staff as necessary to perform such duties and compensate staff members within the approved budget. The CEO & Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate responsibilities of management as shall, in his/her judgment, be in the best interest of the Society.

Section 6. Treasurer.
The Treasurer of the Society, a voting Board Member, shall be an active Member appointed by the Board of Directors and shall serve for a term of three years from the effective date of the appointment. No individual shall serve more than two consecutive three-year terms as Treasurer. An active Member appointed by the Board of Directors shall fill a vacancy in the office of Treasurer for the unexpired term. The duties assigned to the Treasurer include advising the Board of Directors on financial and investment policy, overseeing the management of the financial affairs of the Society, and making an annual financial report to the membership which includes an audited financial statement for the preceding fiscal year and which reflects the current financial condition of the Society.

Section 1. Composition.
The Board of Directors shall consist of the Officers and Directors.

Section 2. Duties and Authority.
The Board of Directors shall be responsible for the strategic direction and is responsible for the management of the Society. The Board shall have control and direction of the affairs of the Society and its Committees and publications; shall determine its policies or changes therein; shall approve the budget and shall actively pursue its objectives; and approve the disbursement of funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Committee, the CEO & Executive Director, or other specified groups or individuals. The Board shall be the policy making body of the Society and shall establish general guidelines for action by the CEO & Executive Director.

Section 3. Meetings.
A regular Meeting of the Board of Directors shall be held at least once during each year at such time and at such place as the Board may determine. Special Meetings of the Board may be called by the President or at the request of a majority of Board Members. Action taken by electronic mail or telephone conference call of the Members of the Board in which a majority of the Board indicate themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of the Board.

Section 4. Quorum.
A majority of the voting Members of the Board of Directors shall constitute a quorum for the transaction of business. Any business transacted at a meeting at which a quorum of the Board is not present shall be valid if affirmatively passed upon mail ballot by a majority of the Board Members or as otherwise required by these Bylaws.

Section 5. Board of Directors Term of Office.
The President and President-elect shall serve for a term of one year from July 1 to June 30. The President-elect shall automatically become President after serving a one-year term as President-elect. An individual may serve an unlimited number of terms as President, however a period of two years must elapse between the end of one term and the beginning of the next. Directors shall hold office for a staggered term of three years from July 1 to June 30. An individual may serve an unlimited number of terms as Director; however, a period of two years must elapse between the end of one term and the beginning of the next. Seated Directors are eligible to run for President-elect in the last year of their term. The Treasurer shall be appointed for a term of three years. An individual may serve no more than two consecutive terms. The seated Treasurer is eligible to run for President-elect in the last year of their term. The term of office for the Treasurer shall be from May 1 to April 30.

Section 6. Recall of Officers or Directors.
Any Officer or Director, except the CEO & Executive Director, may be recalled by vote of all eligible Members of the Society. The CEO & Executive Director may be dismissed by the remaining Board of Directors.

Section 7. Compensation.
All Board positions, except for the CEO & Executive Director, shall be unpaid positions. The salary of the CEO & Executive Director shall be reviewed annually by the Executive Committee and salary adjustments may be approved.

Section 1. Composition.
The Executive Committee shall consist of the Officers (President, Immediate Past President, President-elect, CEO & Executive Director, and Treasurer of the Society). The CEO & Executive Director shall serve as its Secretary.

Section 2. Duties and Authority.
Between meetings of the Board, the Executive Committee may, in place of the Board, take action on matters consistent with the goals of the Society.

Section 3. Quorum.
A majority of the Members of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee.

Section 4. Meetings.
The Executive Committee shall meet or confer at places and times to be established by the Committee. A meeting of the Executive Committee may be called by the President as the business of the Society may require, or at the request of two Members of the Executive Committee.

The Board of Directors may create Advisory Councils composed of public leaders, professional groups, experts, or institutional representatives who advise the Society on its direction, policies, or otherwise contribute to the operation of the Society. The duties and term of an appointed Council shall be determined by the Board.

Section 1. Past Presidents Council.
The Past Presidents Council is composed of all ISPOR Past Presidents and is chaired by the immediate Past President. The Council serves as advisors to the ISPOR Board.

Section 1. Finance Committee
The Finance Committee is composed of four members including the Treasurer, who serves as the Chair, the President-elect, and Director(s), to be appointed by the President. At least three members should be members of the Board. Finance Committee members may neither serve on the Audit Committee concurrently, nor can an Audit Committee member from the previous year serve on the Finance Committee. A non-Board/non-ISPOR Member with financial expertise can serve if approved by the Board.

Section 2. Audit Committee.
The Audit Committee is composed of four members, including the Chair. At least three members should be members of the Board. The Chair is appointed by the President from incumbent Audit Committee members having served at least one term on the Committee. Audit Committee members may neither serve on the Finance Committee concurrently, nor can a Finance Committee member from the previous year serve on the Audit Committee. A non-Board/non-ISPOR Member with financial expertise can serve if approved by the Board.

Section 3. Nominations Committee.
The President shall appoint a Nominations Committee consisting of five Past Presidents and two at-large members. At-large members will serve three year terms, renewable, but not consecutively. The Nominations Committee shall be chaired by the Immediate Past President once removed. The Immediate Past President will serve for one year as a member of the Committee prior to becoming Chair. The Committee is responsible for developing nomination procedures and selecting nominees for the position of President-elect, Directors, and Treasurer.

Section 4. Governance Committee
The President shall appoint a Governance Committee composed of five members, including the Chair. The Chair should have served one term as a Committee member. At least three members should be current members of the Board. Non Board members should be past Board members or ISPOR leaders. Committee members serve a one-year term and may serve up to three terms.

Section 4. Other Committees
The President may appoint other Committees deemed necessary or desirable for the operation of the Society, subject to the approval of the Board of Directors.

The Board of Directors may from time to time approve Chapters, Consortia, Networks, Councils, Task Forces, or other groups deemed important for the growth of the Society.

Section 1. Elected Officials.
Officers and Directors are elected annually as described in the ISPOR Policies and Procedures Manual.

Section 2. Nominations.
The Nominations Committee shall nominate candidates for election as Society President-elect and Director, from current active Members. A slate of two candidates shall be nominated for each position for which an election is to be held.

Section 3. Election Procedure.
Elected Officers and Directors shall be elected by ballot of all Members not delinquent in dues. Ballots shall be distributed to all Members eligible to vote at least thirty days prior to the election, according to established procedures approved by the Board of Directors.

Section 4. Election Ties.
The Board of Directors shall break any tie votes in the membership ballots for the Board election.

Section 5. Installation.
Except as may otherwise be provided in these Bylaws, the newly elected President-elect and Directors of the Society shall assume office on July 1.

Section 6. Vacancies.
A vacancy in the office of the President shall be filled by the President-elect. If both vacate, the Board elects the President, to complete the term, and the membership elects the incoming President as well as the President-elect at the next election. A vacancy in any other office resulting from death, disability, or resignation shall be filled on a pro tem basis by a Society Member appointed by the President with the approval of the Board. Successor Board Members will serve until the expiration of the term of their predecessors.

Section 1. General Business Meeting.
A General Business Meeting shall be held at the Annual Meeting. A financial report of the Society and a report of the Society’s activities shall be presented. Any Member of the Society who is in good standing may submit a motion for consideration by the Members as a whole or by the Board of Directors. All such motions must be submitted in writing to the CEO & Executive Director at least 48 hours prior to the General Meeting, unless notice is waived by the President. Motions presented at the General Business Meeting will be submitted to the Board of Directors for consideration.

Section 2. Special Meetings.
The Society may hold such Special Meetings as approved by the Board of Directors. The time and place, program, and order of business for each Special Meeting shall be approved by the Board.

Section 1. Source of Funds.
Funds for Society activities shall be obtained from dues and any other sources approved by the Board of Directors.

Section 2. Dues.
Membership dues, and meeting admission fees, and other fees shall be established. Dues are payable to the Society on the Member’s anniversary date. Any Member who is delinquent in the payment of dues shall be notified of such delinquency and dropped from the rolls of the Society and thereupon forfeit any rights and privileges of membership. The Board may establish exceptions to these rules to facilitate payment by individuals or organizations. Dues are not refundable for any reason.

Section 3. Budget.
The CEO & Executive Director shall submit an annual budget to the Finance Committee for review, and the Board of Directors for approval. The fiscal period of the Society shall be determined by the Board.

Section 4. Financial Records.
The financial records of the Society shall be open for review by any Member of the Society. If requested, the annual audit by an independent certified accountant shall be provided.

Section 5. Financial Records Audit.
The accounts of the Society shall be audited annually by an independent certified public accountant selected by the Audit Committee.

Section 1. Amendments.
Proposed changes to the Bylaws must be submitted to the Board of Directors not less than 30 days prior to a scheduled Board meeting. Each proposed amended version of the Bylaws shall be available for review and comment by the Society membership. Amendment of the Bylaws requires a two thirds majority vote of the Board.

Section 2. Organizational Policies.
The Board of Directors may adopt operational policies for the implementation and extension of the Bylaws.

Section 3. Public Policies.
The Board of Directors may adopt public policies from time to time. Each proposed public policy shall be available for review and comment by the Society membership. Policies require a two thirds majority vote of the Board.

Section 1. Parliamentary Authority.
The meetings and proceedings of this Society shall be regulated and controlled according to “Robert’s Rules of Order Newly Revised” for parliamentary procedure, except as otherwise specified in these Bylaws.

Section 2. Precedence.
In any case of conflict between these Bylaws and any parliamentary authority or other rules or procedures, these Bylaws shall prevail. All such apparent conflicts shall be resolved by the Board of Directors, whose decisions shall be binding on all interested parties.

The official seal of the Society reads: The Society for Pharmacoeconomics and Outcomes Research, Inc.

The Society shall use its funds to accomplish the objectives and purposes specified in these Bylaws and no part of such funds shall inure, or be distributed to the Members of the Society. Upon the dissolution of the Society, any funds remaining or other assets shall be distributed to one or more charitable, educational, or scientific organizations, as specified by the Board of Directors.

Section 1. Books and Records.
The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the General Business Meeting, Board meetings, and other organizational meetings.

Section 2. Conflict of Interest.
The Society shall maintain a separate Conflict of Interest Policy codified in the Policies and Procedures Manual.

Section 3. Whistleblower Policy.
The Society shall maintain a separate Whistleblower Policy codified in the Policies and Procedures Manual.