These revised bylaws were endorsed by the majority of members voting by restricted proxy, and present and voting at the IAS General Members' Meeting in Washington DC, United States, on 25 July 2012, after having been proposed by the Executive Committee, and approved by the Governing Council and the proposal distributed to the IAS members.
A prior version of the bylaws was endorsed at the IAS General Members' Meeting in Vienna, Austria, on 21 July 2010, after having been proposed by the Executive Committee, approved by the Governing Council and the proposal distributed to the IAS members.
Article 1 – Name
The Society shall be called the International AIDS Society (IAS), hereafter referred to as the IAS. The IAS is an independent, not-for-profit association within the meaning of Art. 60 et seq of the Swiss Civil Code.
Article 2 – Life
The IAS shall have unlimited life beginning from the date on which it was formed and registered, subject to the provisions of Article 12 below.
Article 3 – Headquarters
The IAS Headquarters, with a permanent secretariat for appropriate administrative assistance, shall be in the canton of Geneva, Switzerland. It may be transferred upon the proposal of the Executive Committee, approval by the Governing Council and endorsement by the majority of members presentand voting at an ordinary or extraordinary General Members’ Meeting, or voting by restricted proxy.
Article 4 – Mission, Vision and What We Do
4.1 Our Mission – Who we are
The International AIDS Society is the world’s leading independent association of HIV professionals.
Our members include professionals from all disciplines, most notably researchers, clinicians, nurses, laboratory technicians, educators, social service providers, health care providers, advocates, lawyers, media practitioners, and policy and programme planners.
4.2 Our Vision – The future we see
A global movement of people working together to end the HIV epidemic, applying scientific evidence and best practice at every level of the HIV response.
4.3 What We Do
We connect. By convening the world’s foremost international conferences on HIV and AIDS and specialized meetings, we provide critical platforms for presenting new research, promoting dialogue and building consensus to advance the global fight against HIV.
We promote. By promoting dialogue, education and networking, and providing access to best practice, professional development and skills building, we help build capacity and close gaps in knowledge and expertise at every level of the HIV response.
We mobilize. By advocating for the right to an evidence-based response to HIV and for a concerted research effort to build that evidence base, we contribute to continuous improvement of the global response to HIV.
Article 5 – Activities
The IAS may inter alia pursue the following activities:
5.1 To contribute to scaling up prevention, treatment, care, mitigation of impact, and management of HIV throughout the world in co-operation with national and regional AIDS societies; with the Joint United Nations Programme on HIV/AIDS (UNAIDS), and its co-sponsoring agencies, notably the World Health Organization (WHO); with the Global Fund to Fight AIDS, Tuberculosis and Malaria; and with other leading international AIDS organizations, including non-governmental organizations.
5.2 To increase knowledge and skills and foster creative solutions to challenges in the response to HIV through dialogue and debate.
5.3 To address critical challenges in the HIV response, and support professional development of the HIV workforce by organizing international conferences and specialized forums on HIV, and by strengthening the regional impact of conferences on AIDS.
5.4 To advocate, on behalf of our membership of HIV professionals, for implementation of effective, evidence-based HIV prevention, treatment and care programmes and policies to enhance the global response to HIV, and to keep HIV high on the global agenda.
5.5 To encourage implementation of evidence-based laws, policies and programmes to address the impact of AIDS on the health and human rights of individuals, families, communities and societies.
5.6 To advance understanding of the links between HIV programmes, broader health system strengthening, and development-related activities.
5.7 To strengthen research capacity, identify research priorities across all disciplines and advocate to address them.
5.8 To promote research as a critical component of the global response to HIV.
5.9 To foster high quality, innovative research across disciplines to help strengthen research capacity.
5.10 To solicit, receive and manage funds for supporting IAS activities in the response to HIV.
5.11 To serve as a central networking registry of individuals professionally involved in HIV research, programming and policy, connecting them to one another, and engaging them in advancing the implementation of an evidence-based response.
5.12 To represent HIV professionals as an independent voice of reason in AIDS controversies, to counteract discrimination and promote the ethical aspects of research and interventions.
5.13 No substantial part of the activities of the IAS shall be the carrying on of propaganda, or otherwise attempting, to influence U.S. legislation, except as otherwise permitted to an organization described in Section 501(c)(3) of the Code or the corresponding provision of any future U.S. federal tax law. The IAS shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
Article 6 – Membership
6.1 The IAS consists of individual members.
6.2 Persons professionally engaged in activities related to HIV may become individual members of the IAS.
6.3 Persons may be recommended as Honorary Members owing to their special contribution to the response to HIV after a favourable vote by the Governing Council. This is to be considered a high honour and shall be kept to a minimum number. Honorary Members have the same privileges and rights as other IAS members but are not obliged to pay the annual dues.
6.4 Membership shall be automatically revoked if dues are not paid.
6.5 Membership may also be terminated without indication of reasons, by the recommendation of the Executive Committee and approval of the Governing Council, and the member so notified. In cases where the IAS member is also a member of the Governing Council, the termination of the membership will also result in exclusion from the Governing Council.
6.6 Members may terminate their membership at any time, by written notice to the IAS secretariat.
Article 7 – Finances
7.1 The IAS is a not-for-profit association, organized exclusively for charitable, scientific and/or educational purposes. No part of the net earnings of the IAS shall inure to the benefit of, or be distributable to, its members or any director, officer, or other private person, except that the IAS is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
7.2 Dues and other levies of individual members shall be determined by the Governing Council.
7.3 The IAS is empowered to raise funds from external sources to achieve the purpose of the IAS.
7.4 Any funds raised from external sources or IAS activities, including conferences, shall be reinvested in IAS activities, including strategic reserve funds.
Article 8 – Governance: General Members’ Meeting, Governing Council, Executive Committee, Officers, Executive Director
General Members’ Meeting
8.1 The General Members’ Meeting is the supreme authority of the IAS within the meaning of Art. 64 of the Swiss Civil Code.
The General Members’ Meeting has in particular the following functions and power:
- approval of the financial report
- nomination of the members of the Governing Council
- modification of the bylaws
- dissolution and liquidation of the association.
8.2 The ordinary General Members’ Meeting of the IAS shall convene on the occasion of the International AIDS Conference and the IAS Conference on HIV Pathogenesis, Treatment and Prevention. The majority of the General Members’ Meeting is the simple majority of the votes of those present and voting, or voting by restricted proxy.
8.3 The agenda for the General Members’ Meeting shall be set by the Governing Council. The Treasurer shall report on the financial management of the IAS and shall submit the IAS financial report to the meeting.
8.4 An extraordinary General Members’ Meetings may be called at the request of the majority of the Governing Council or at the request of one fifth of the IAS members. Decisions shall be taken by a majority of votes.
8.5 An ordinary or extraordinary General Members’ Meeting shall be called at least one month before the proposed date of the meeting.
8.6 The Governing Council shall be the executive body of the IAS; shall determine the policy direction of the IAS; shall ensure compliance with the IAS Bylaws, and the IAS Rules and Procedures; and has all the functions which are not attributed to another organ of the IAS. The Governing Council may meet at any time but shall meet each year at an annual retreat and always in conjunction with each International AIDS Conference and each IAS Conference on HIV Pathogenesis, Treatment and Prevention. The Governing Council shall approve the annual budget at its retreat and present financial and other information to the General Members’ Meeting at each International AIDS Conference and each IAS Conference on HIV Pathogenesis, Treatment and Prevention.
8.7 The Governing Council shall consist of 20 elected members and three officers (the President, President-Elect, and Treasurer) plus non-voting members. The 20 members shall be elected by the IAS membership with four members elected from each of five geographic zones of the world by members in those regions: 1. United States and Canada; 2. Europe; 3. Africa; 4. Latin America and the Caribbean; and 5. Asia and the Pacific Islands. The non-voting Governing Council members are the Immediate Past President, who continues serving for two years as a non-voting member of the Governing Council at the end of his or her presidency, and the Executive Director.
8.8 The term of office of the Governing Council and the Executive Committee shall start and end at the closing ceremony of the biennial International AIDS Conference.
8.9 Term of office on the Governing Council shall be four years or until a successor is elected. Staggered elections shall occur every two years to ensure continuity. The newly elected members shall be announced at the General Members’ Meeting. A member may be re-elected once for a consecutive term. After a period of at least four years absence from the Governing Council an IAS member may stand again for Governing Council. The maximum time as a voting member on the Governing Council should not exceed 12 years, including time served as an elected officer of the Executive Committee.
8.10 Any member of the Governing Council who misses two consecutive meetings of the Governing Council and/or the Executive Committee without a written justification acceptable to the Executive Committee shall be deemed to be excluded from the Governing Council (and the Executive Committee, if applicable).
8.11 With the exception of the Executive Director, members of the Governing Council and officials of other committees and/or working groups cannot receive remuneration of any kind in exchange for the duties with which they are entrusted. Travel and costs associated with official business may be provided to Governing Council members.
8.12 The President shall convene an annual retreat of the Governing Council and call a meeting of the Governing Council prior to the General Members’ Meeting on the occasion of the International AIDS Conference and the IAS Conference on HIV Pathogenesis, Treatment and Prevention. A quorum of the Governing Council shall be one half of the membership. Decisions shall be taken by a majority of votes; if the votes are split, the President’s vote shall be decisive.
8.13 An extraordinary meeting of the Governing Council may be called at the request of the Executive Committee or at the request of two thirds of the Governing Council members. A quorum of the Governing Council shall be one half of the membership. Decisions shall be taken by a majority of votes; if the votes are split, the President’s vote shall be decisive.
8.14 The IAS Bylaws shall govern all Governing Council activities. All activities of the Governing Council members shall be consistent with the IAS Bylaws, and the IAS Rules and Procedures.
8.15 The role of the Executive Committee is to act on behalf of the Governing Council and provide effective oversight and review of the IAS’s operations and finances between Governing Council meetings. The Executive Committee shall also review and appraise the performance of the Executive Director.
8.16 The Executive Committee shall consist of the President, President-Elect, Treasurer, and one Regional Representative selected from each region from amongst and by Governing Council members of that region, as well as the Executive Director as a non-voting member. A quorum of the Executive Committee shall be one half of the voting membership. The President may also invite other Governing Council members to Executive Committee meetings to participate in discussions of matters within their special competence.
8.17 The election of the Regional Representatives from amongst and by Governing Council members from each region shall occur immediately after the election of the Governing Council.
8.18 The Regional Representatives on the Executive Committee shall be responsible for representing the interests of IAS members in their region and for liaising regularly with the Governing Council members from their region.
8.19 The officers of the IAS are the President, President-Elect and Treasurer. The President-Elect and Treasurer are elected from amongst and by the Governing Council. The President-Elect automatically assumes the position of President for two years after serving two years as President-Elect.
8.20 The election of the officers by the Governing Council shall occur every two years just prior to the election of the new Governing Council.
8.21 The Treasurer shall be elected for two years initially, renewable for a further two years.
8.22 The President shall represent the IAS. The President’s duties shall include presiding over the meetings of the Executive Committee and Governing Council; calling extraordinary General Members’ Meetings as necessary; appointing members of committees; direct supervision of the Executive Director; and presentation of honours and awards. The President is empowered to take urgent measures between Governing Council meetings with the approval of the majority of the Executive Committee.
8.23 The President-Elect shall be designated as acting President until the end of the term of office should the President be incapacitated, or his or her office be vacated.
8.24 The Treasurer, working with the Executive Director and senior staff responsible for finance, shall maintain an overview on behalf of the Governing Council of the financial situation of the IAS.
8.25 The Executive Director shall be a non-voting member of the Governing Council and the Executive Committee. The Executive Director shall be appointed by the Executive Committee and confirmed by the Governing Council.
8.26 The Executive Director shall be the head of the permanent secretariat at IAS Headquarters.
Article 9 – External Auditors
9.1 The General Members’ Meeting shall appoint a reputable firm of independent auditors (the “External Auditors”) to conduct an annual audit of the accounts of the IAS. The External Auditors shall deliver a written report of the audit findings to the General Members’ Meeting within six months after each accounting year-end. The commercial year runs from 1 January to 31 December.
9.2 A financial report of the IAS shall be given at an annual retreat of the Governing Council and at the General Members’ Meeting in conjunction with the International AIDS Conference, and the IAS Conference on HIV Pathogenesis, Treatment and Prevention.
Article 10 – Committees and Working Groups
10.1 Any committees and/or working groups shall consist of IAS members appointed by the President, as recommended by the Governing Council.
10.2 The purpose of each committee and/or working group shall be determined by the Governing Council and committee activities shall be subject to review by the Governing Council.
Article 11 – Rules and Procedures
A list of rules and procedures shall be commissioned by the Executive Committee and approved by the Governing Council. Rules and procedures are intended to lay down various points not provided by these bylaws, in particular points related to the elections and the administration of the IAS.
Article 12 – Amendments
The provisions of the bylaws may be amended, unless otherwise stated, by a majority of the members present and voting at an ordinary or extraordinary General Members’ Meeting, or voting by restricted proxy, voting in favour of amendments proposed by the Executive Committee and approved by the Governing Council. To each individual member with a known email address, shall be dispatched a letter or other message, at least one month before amendments are proposed to be voted upon, and such letter or message shall set out the general scope of the proposed amendments. The amended bylaws shall take effect at the end of the General Members’ Meeting.
Article 13 – Dissolution and Liquidation
13.1 Dissolution of the IAS shall require a resolution to be passed by a majority of two thirds of the members present and voting at an ordinary or extraordinary General Members’ Meeting, or voting by restricted proxy. The quorum for dissolution of the IAS shall be the majority of the members present and voting, or voting by restricted proxy. The ordinary or extraordinary General Members’ Meeting shall appoint one or several receivers in order to proceed to the liquidation of the IAS.
13.2 Any profits arising from liquidation shall be assigned to one or several other public organizations or organizations benefiting from a tax exemption and having a similar purpose approved by the ordinary or extraordinary General Members’ Meeting. This Article 13.2 may not be amended.
Article 14 – Final Provisions
14.1 Liability of the members
The IAS is responsible for its liabilities from all its activities and all its assets. The liability of the individual members of the IAS is limited to the payment of dues and other levies determined in a separate resolution by the Governing Council pursuant to Article 7.2.
14.2 Applicable law
The laws of Switzerland and in particular the Swiss Civil Code, Art. 60 et seqshall apply to any matter not covered by the provisions of these bylaws.
The IAS shall be registered at the Registry of Commerce of the Canton of Geneva.
Article 8.10 applies to ordinary Governing Council and Executive Committee meetings; such as Governing Council and Executive Committee meetings in conjunction with the International AIDS Conference, the IAS Conference on HIV Pathogenesis, Treatment and Prevention, and Governing Council retreats; as well as extraordinary Governing Council meetings called in accordance with Article 8.13.