Article I. NAME
The legal name of this international organization is the International Society for Pharmacoeconomics and Outcomes Research, Inc (referred to in these Bylaws as “ISPOR” or the “Society”). The Society's "doing business as” (DBA) names are “ISPOR” and “ISPOR—The Professional Society for Health Economics and Outcomes Research.” and the Society may have such other DBA names as may be registered in accordance with applicable law.
Article II. PURPOSES
ISPOR is a nonprofit corporation formed under the New Jersey Nonprofit Corporation Act, as amended from time to time (the “Act”), for purposes set forth in ISPOR’s Certificate of Incorporation, and as amended from time to time. As a nonprofit corporation the Society shall be operated exclusively for educational, charitable, and scientific purposes within the meaning of Section 501 (c)(3) of the US Internal Revenue Code.
Consistent with the purposes set forth in the Certificate of Incorporation, the Society’s mission is to advance health economics and outcomes research excellence to improve decision making for health globally. ISPOR is committed to strengthening the integrity, advancement, understanding, and use of health economics and outcomes research.
Article III. MEMBERSHIP
Section 1. Classes of Membership
Classes of membership include: Standard Member; Student Member; New Professional Member; and Retired Member. The Board of Directors (“Board”) may, in the interests of the Society, establish or remove classes of membership through amendments to these Bylaws.
Section 2. Eligibility
- Standard Member – Any individual who supports the objectives of the Society and is willing to contribute to the achievement of those objectives is eligible for standard membership. There shall be a subcategory of standard membership called Patient Representatives, which is open to individuals who represent nonprofit organizations that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code, or a nongovernmental organization, with a mission to combat a particular disease, disability, or group of diseases or disabilities, to improve and protect the health of a particular group of people. Patient Representatives and other subcategories, if any, shall have the same voting privileges as Standard Members but may be subject to a different dues rate than other Standard Members.
- Student Member – Any individual formally enrolled full-time in a graduate or post-graduate program of study that 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.
- New Professional – Any individual with 3 years or less professional experience in health economics or outcomes research is eligible for New Professional membership.
- Retired Members – Any Member with 15 or more years of paid membership and working less than half time (20 or fewer hours per week) is eligible to convert their membership to Retired Membership.
Section 3. Member Admission
Individuals meeting the eligibility requirements for membership will be accepted as members after (a) submitting an application in the format required by ISPOR; (b) agreeing to comply with ISPOR’s Code of Ethics, these Bylaws, and any other policies, procedures, and rules as may be adopted from time-to-time by the Board; and (c) payment of applicable membership dues.
Section 4. Duration of Membership
The term of membership shall be renewable annually. Memberships in ISPOR are not transferable and are not assignable.
Section 5. Determination of Membership
ISPOR shall establish the amount of membership dues, assessments and/or fees, if any, for each class of membership, including for any subcategories within each class. Membership carries a definite obligation to pay membership dues, fees, and any assessments established by ISPOR. Membership dues, fees, and assessments are not refundable. ISPOR may waive, discount, or defer the dues, fees, and/or assessments required, if it determines such a reduction is in the best interests of the Society. ISPOR may initiate and manage group dues invoicing and discount programs for memberships.
Members shall have only the privileges and rights set forth herein: Standard Members, New Professional Members, and Retired Members shall have the right to serve as an Officer; Director; leader of an ISPOR Committee, Council, or other Group of the Society; as well as to cast 1 vote each for Directors in accordance with these Bylaws and any policies and procedures adopted by the Board.
- Student Members shall have the right to serve as a member of any student-only committees and to cast 1 vote each for Directors in accordance with these Bylaws and any policies and procedures adopted by the Board.
Section 8. Membership Meetings
- Annual Business Meeting. A Business Meeting of the Members shall be held annually. A financial report of the Society and a report of the Society’s activities shall be presented at the annual meeting. 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 Chief Executive Officer & Executive Director at least 5 business days 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.
- Special Meetings. The Society may hold Special Meetings of the Membership 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.
- Notice. Written notice of the time, place, and purposes for every Member meeting shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally, by mail (including email), to each Member of record entitled to vote at the meeting. Notice of a meeting need not be given to any Member who signs a waiver of the notice, whether before or after the meeting. The attendance of any Member at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that Member.
- Quorum; Manner of Acting. Three percent of the Members entitled to vote at a meeting shall constitute quorum for the transaction of business at any membership meeting, provided that less than a quorum may adjourn the meeting. The Members present in person may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Except for the election of Directors, the affirmative vote of a majority of the Members eligible to vote and present at a meeting at which a quorum is present shall be the act of the Members, unless the vote of a greater number is required by the Certificate of Incorporation, Bylaws, or the Act. Directors who are elected by the Members shall be elected by plurality vote.
Where and in the manner authorized by the Board, any action required to be taken at a Member meeting or any action that may be taken at a Member meeting may be conducted by ballot. Such voting shall be subject to the same quorum and notice requirements as a meeting held in person and subject to the requirements of Section 8(e) below. - Action by Written Consent. Any action required or permitted to be taken by the Members may be taken without a meeting upon the written consent of Members who would have been entitled to cast the minimum number of votes that would have been necessary to authorize the action at a meeting at which all Members entitled to vote thereon were present and voting, if (1) advanced notice setting for the proposed action consented to is provided to all Members; (2) the proposed action is not consummated before the expiration of 10 days from the giving of the notice and 20 days from the giving of the notice in the case of any merger, consolidation, or sale of assets action; and (3) the notice sets forth the existence of such 10-day period. Any action taken pursuant to this Section 8(e) shall have the same effect for all purposes as if the action had been taken at a meeting of the Members.
- Remote Participation in Meetings. Members may participate in a member meeting, by means of remote communication (eg, telephone, videoconference, or similar virtual communication) to the extent the Board authorizes and adopts guidelines and procedures for remote participation. Participation by such means shall constitute presence in person at the meeting.
Article IV. OFFICERS
Section 1. Officers.
Officers shall be the President, President-Elect, Immediate Past President, Chief Executive Officer & Executive Director, Chief Operating Officer, Chief Financial Officer, Secretary, and Treasurer, and such other Officers as may be determined by the Board, each to have such duties and authority as may be specified in these Bylaws or prescribed by the Board. Only Members in good standing shall serve as President, President-Elect, Immediate Past President, and Treasurer. The Chief Executive Officer & Executive Director, Chief Operating Officer, Chief Financial Officer, and Secretary are not required to be Members. The President, President-Elect, Immediate Past President, Chief Executive Officer & Executive Director, Treasurer, and Directors comprise the Board. The Chief Operating Officer and Chief Financial Officer are not members of the Board and have no voting rights as Directors.
Section 2. President.
The President shall be Chair of the Board. The President shall appoint the Chairs and members of Standing Committees of the Board and Advisory Committees with the approval of the Board and perform generally all the duties customarily required of such an officer subject to the power and supervision of the Board, and such other 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.
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.
Section 5. Chief Executive Officer and Executive Director.
The Chief Executive Officer & Executive Director of the Society shall be hired by the Board and will serve as the Society's Chief Executive Officer at the pleasure of the Board. This individual, a voting Member of the Board (except on the issues of Chief Executive Officer & Executive Director’s compensation and contract review), will perform such duties as may be assigned by the Board. The Chief Executive Officer & Executive Director shall have general supervision, direction, and control of the business and affairs of ISPOR, subject to the direction of the Board of Directors. Without limitation, the Chief Executive Officer & Executive Director shall have the responsibility for hiring and defining the duties of staff (including, but not limited to, the Chief Operating Officer and Chief Financial officer), supervise their performance, establish their titles, determine their compensation within the approved budget, and delegate responsibilities of management as shall, in his/her judgment, be in the best interest of the Society.
Section 6. Secretary.
The Secretary shall be appointed by the Board. The individual serving as Chief Executive Officer & Executive Director may simultaneously serve as Secretary, or the Board may designate another individual to serve as Secretary. The Secretary shall have 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, and Executive Committee. He or she will ensure that accurate records of all Members are recorded and archived. The Secretary shall have the general powers and duties usually vested in the office of the Secretary of a corporation and shall have any other powers and perform such other duties as from time to time may be assigned by the President or by the Board.
Section 7. Treasurer.
The Treasurer shall advise the Board on financial and investment policy, oversee the management of the financial affairs of the Society, and make an annual financial report to the membership, which includes an audited financial statement for the preceding fiscal year, and that reflects the then-current financial condition of the Society. The Treasurer is the Chair of the Finance Committee.
Section 8. Treasurer.
The Chief Operating Officer shall be selected by and serve at the pleasure of the Chief Executive Officer & Executive Director. The Chief Operating Officer shall, subject to the supervision and direction of the Chief Executive Officer & Executive Director, operationally manage business development, information systems, and human resources, and, in general assist the Chief Executive Officer & Executive Director. Such officer shall have the general powers and duties usually vested in the office of the Chief Operating Officer of a corporation and shall have any other powers and perform such other duties as from time to time may be assigned by the Chief Executive Officer & Executive Director. The Chief Operating Officer is not a member of the Board and has no voting rights as a Board member.
Section 9. Chief Financial Officer.
The Chief Financial Officer shall be selected by and serve at the pleasure of the Chief Executive Officer & Executive Director. The Chief Financial Officer shall, subject to the supervision and direction of the Chief Executive Officer & Executive Director, manage finances and investments, and, in general assist the Chief Executive Officer & Executive Director. Such officer shall manage the financial affairs of the Society and have charge of and shall receive and give receipts for monies due to this Society, shall oversee all funds and securities of the Society, the deposit of funds in the name of the Society in depositories selected by the Board, the disbursement of funds in accordance with the Society’s established policies for internal financial controls, and shall maintain accounts of the Society’s properties and business transactions. Such officer shall have the general powers and duties usually vested in the office of the Chief Financial Officer of a corporation and shall have any other powers and perform such other duties as from time to time may be assigned by the Chief Executive Officer & Executive Director. The Chief Financial Officer is not a member of the Board and has no voting rights as a Board member.
Article V. BOARD OF DIRECTORS
Section 1. Composition.
The Board shall consist of the President, President-Elect, Immediate Past President, Chief Executive Officer & Executive Director, Treasurer, and Directors elected pursuant to Article VII. The number of Directors shall be not less than 7, such numbers that shall be fixed from time to time by resolution adopted by the Board. All Board members other than the Chief Executive Officer & Executive Director must be members in good standing of ISPOR. The President, with approval of the Board, may appoint up to 3 nonvoting advisors, who shall not be considered Directors (“Board Advisors”), to counsel the Board on issues of importance, including governance, financial, scientific, or technical matters. Board Advisors shall serve for a 1-year term, but there shall be no limit on the number of terms, consecutive or otherwise, that a Board Advisor may serve.
Section 2. Duties and Authority.
The Board shall be responsible for the strategic direction and is responsible for the management of the Society. Except as otherwise provided in the Act or by the Certificate of Incorporation, all corporate power shall be exercised by or under the authority of, and the business and affairs of ISPOR managed by or under the direction of, the Board. The Board shall have control and direction of the affairs of the Society and its Committees and publications, shall determine the Society’s policies or changes therein, shall approve the budget, and shall actively pursue its objectives. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable to the extent not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law. The Board, may, in the execution of the powers granted, delegate authority and responsibility to the Executive Committee, the Chief Executive Officer & Executive Director, or other specified groups or individuals, except as otherwise prohibited by the Certificate of Incorporation, these Bylaws and/or the Act. The Board shall be the policy-making body of the Society and shall establish general guidelines for action by the Chief Executive Officer & Executive Director.
Section 3. Meetings.
A meeting of the Board shall be held at least once annually 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 Directors.
Section 4. Notice.
Notice of any regular meeting is not required unless otherwise provided in these Bylaws or by the Board. Notice of any special meeting of the Board shall be given to each Director by electronic mail or other mode of written transmittal not less than 3 days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any Director may waive notice of any meeting before, at or after such meeting.
Section 5. Quorum.
A majority of the Directors in office shall constitute a quorum of the Board for the transaction of business at any meeting of the Board; provided, however, that a quorum shall never consist of fewer than 2 Directors. If less than a quorum is present at a Board meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 6. Manner of Acting
- The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by law, by the Society’s Certificate of Incorporation, or by these Bylaws.
- The act of two-thirds (2/3) of the Directors present at a meeting at which a quorum is present shall be required to approve amendments to the Certificate of Incorporation, the Bylaws, a merger, a dissolution, or certain sales of substantially all of the assets of the Society.
Section 7. Remote Meetings
Any person participating in a meeting of the Board may participate by means of conference by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting.
Section 8. Action by Unanimous Written Consent
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if, prior or subsequent to the action, all Directors consent to the action in writing or by electronic transmission, and the written consents are filed with the Board minutes. Such a unanimous written consent shall have the same effect as a unanimous vote of the Board.
Section 10. Officers and Directors Term of Office
- The President-Elect shall be appointed by the Board. The President, President-Elect, and Immediate Past President shall each serve for a term of 1 year from July 1 to June 30 and until their successors have been duly appointed and have qualified, subject to their earlier death, resignation, or removal. The President-Elect shall automatically become President after serving a 1-year term as President-Elect. The President shall automatically become Immediate Past President after serving a 1-year term as President. An individual may serve an unlimited number of cumulative terms as President; however, they may not serve more than 1 consecutive term and a period of 2 years must elapse between the end of 1 term and the beginning of the next term in service to the Board.
- Directors shall hold office for a staggered term of 3 years from July 1 to June 30 and until their successors have been duly elected and have qualified, subject to their earlier death, resignation, or removal. An individual may serve an unlimited number of cumulative terms as Director; however, they may not serve more than 1 consecutive term and a period of 2 years must elapse between the end of 1 term and the beginning of the next. For the purposes of such staggering, the term of 1 or more Directors may be extended or abbreviated, to the extent and as determined by the Board. Seated Directors are eligible to run for President-Elect in the last year of their term.
- The Treasurer shall be appointed by the Board for a term of 3 years and until their successor has been duly appointed and has qualified, subject to their earlier death, resignation, or removal. An individual may serve no more than 2 consecutive terms as Treasurer. 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 July 1 to June 30.
The Chief Executive Officer & Executive Director, the President-Elect, President, Immediate Past President, the Treasurer, and any other Officer appointed by the Board may be removed by the Board with or without cause. The Chief Operating Officer and Chief Financial Officer may be removed by the Chief Executive Officer & Executive Director with or without cause. Any removal will be without prejudice, if any, to the rights of the person under a contract of employment.
Any Director or Officer may resign at any time by giving written notice to the President, Chief Executive Officer & Executive Director, or the Board. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is received by the Corporation.
Article VI. COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may appoint from among the Directors 1 or more Committees of the Board, each of which shall have at least 1 or more members. To the extent provided in the resolution, each Board Committee may have and exercise all the authority of the Board, except that no Committee shall have the authority to make, alter, or repeal any bylaw of the Society; elect or appoint any Director, or remove any Officer or Director; or amend or repeal any action previously adopted by the Board. The designation of any Committee of the Board and the delegation of authority thereto shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon them by law. Standing Committees of the Board include:
- Executive Committee. The Executive Committee shall be a Board Committee that between meetings of the Board shall have and may exercise all authority of the Board, subject to the limitation on the authority of committees set forth in Section 1, above. The Executive Committee is composed of the President, President-Elect, Immediate Past President, Treasurer, and Chief Executive Officer & Executive Director. The Chief Executive Officer & Executive Director serves as a voting member of the Executive Committee, with the exception of any votes in regard to his or her performance evaluation or compensation.
Section 2. Advisory Committees
Other Committees not having and exercising the authority of the Board in the management of the Society, which shall be solely advisory in nature, may be designated by a resolution adopted by the Board (each, an “Advisory Committee”). Advisory Committees include Councils, Chapters, Consortia, Networks, Task Forces, and other groups deemed important for furthering the purposes of the Society. Except as otherwise provided in such resolutions, the members of such Committees need not be Directors. Advisory Committees advise the Society on its direction, policies, or otherwise contribute to the operation of the Society. Standing Advisory Committees include:
- Finance Committee. The Finance Committee is composed of a minimum of 5 and no more than 7 members including the Treasurer and the President-Elect. The Treasurer serves as the Chair of the Finance Committee. At least 3 members of the Finance Committee shall be Directors. Individuals with financial expertise who are not members of ISPOR and/or Directors can serve as members of the Finance Committee. All appointments of Finance Committee members, other than the Treasurer and President-Elect, shall be made by the President. Finance Committee members may not serve on the Audit Committee concurrently.
- Audit Committee. The Audit Committee is composed of a minimum of 4 and no more than 6 members, including the Chair. At least 3 members of the Audit Committee shall be members of the Board. The Chair of the Audit Committee shall be appointed by the President from incumbent Audit Committee members who have served at least 1 term on the Audit Committee. Audit Committee members may not serve on the Finance Committee concurrently and former Finance Committee members may not serve on the Audit Committee until after 1 complete calendar or fiscal year following their service on the Finance Committee. Individuals with financial expertise who are not members of ISPOR and/or Directors can serve as members of the Audit Committee. All appointments of Audit Committee members, other than the Chair, shall be made by the President, except that individuals who are not members of ISPOR and/or who are not Directors can serve as a member of the Audit Committee only if their appointment is approved by the Board.
- Nominations Committee. The Nominations Committee is composed of the 3 most recent Past Presidents and 8 at-large members, who meet the criteria established by the Board and who are approved by the Board. At-large members serve 3-year terms and may serve an unlimited number of cumulative terms; however, they may not serve more than 1 consecutive term and at least 1 year must elapse between the end of 1 term and the beginning of the next. The Nominations Committee shall be chaired by the second most recent Past President. The Immediate Past President will serve for 1 year as a member of the Committee prior to becoming Chair and 1 year after serving as Chair. The Committee is responsible for developing nomination procedures and selecting nominees for the position of President-Elect, Directors, and Treasurer.
- Governance Committee. The Governance Committee is composed of 5 members, including the Chair, who are appointed by the President. The Chair shall have served 1 term as a Governance Committee member prior to becoming Chair. At least 3 members shall be Directors. Governance Committee members who are not Directors must have served previously as Directors or in other ISPOR leadership roles. Committee members shall serve a 1-year term and may serve up to 3 terms.
- Past Presidents Council. The Past Presidents Council is composed of all ISPOR Past Presidents willing and able to serve and is chaired by the Immediate Past President. The Council serves as advisors to the Board.
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 2 Members of the Executive Committee. Minutes of all meetings of and actions taken by any Board Committee and recommendations made by all Advisory Committees shall be recorded and maintained with the records of the Society. Actions taken at a meeting of any Board Committee and final recommendations proposed by Advisory Committees shall be reported to the Board at its next meeting following the Committee meeting.
Article VII. ELECTIONS
Section 1. Elected Officials
Directors are elected annually as described in these Bylaws and the ISPOR Policies and Procedures Manual. Officers are appointed at such times as described in these Bylaws and the ISPOR Policies and Procedures Manual.
The Nominations Committee will put forth a ballot with 1 nominee for each vacant Director position for member’s consideration. By written petition signed by at least 10% of the total members, submitted to the Corporation’s headquarters not more than 30 days after the date the slate was initially presented to the members, 1 or more additional candidates may be nominated by member petition and put forth on the ballot for consideration for the applicable vacant/expiring position(s) as identified in the petition. In the event such a valid, timely petition is received, the candidate(s) nominated by petition will be presented to the members along with the candidates nominated by the Nominations Committee for election in accordance with Article III, Section 8(d) and 8(e) of these Bylaws. If no valid, timely petition to nominate additional candidate(s) is received, the slate put forth by the Nominations Committee will be presented to the membership for ratification.
Article VIII. AMENDMENTS
Section 1. Amendments
The power to adopt, amend or repeal these Bylaws shall rest with, and may be executed by, the Board. These Bylaws may be altered, amended, or repealed, and 1 or more new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the entire Board. Proposed changes to the Bylaws must be submitted to the Board 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 membership. Members shall not have the right to alter, amend, or repeal these Bylaws.
Adopted on March 21, 2025 by the ISPOR Board of Directors