Article I. NAME

The incorporation 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) name is: ISPOR—The Professional Society for Health Economics and Outcomes Research.

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, and the 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

  1. 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.
  2. Student Member – Any individual formally enrolled in a 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.
  3. New Professional – Any individual with 3 years or less professional experience in health economics or outcomes research is eligible for New Professional membership.
  4. 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.

Section 6. Termination of Membership
Membership shall be suspended or terminated if a member does not pay all required membership dues, in full, by the member’s anniversary date, pursuant to procedures established by the Board. Any member who is delinquent in the payment of dues shall be notified of such delinquency and shall forfeit any right and privileges of membership until membership is restored. In addition, the Board may terminate a member’s membership for cause. Grounds constituting “cause” for purposes of this provision shall be determined by the Board in its sole discretion. Such member shall be given reasonable notice thereof and shall be entitled to a hearing, either in writing or orally as determined by the Board. Membership in the Society also may be terminated by the timely (as determined by the Board) submission of written notice of membership resignation or nonrenewal, or by the failure of a member to continue to satisfy the relevant membership requirements. Membership shall also be terminated upon the death of the member. 

Termination of membership shall not extinguish such member’s financial obligations, if any. Any resignation delivered after the date on which dues or other charges are payable shall not release the resigning member from payment of such dues and charges.

Section 7. Rights and Privileges of Membership

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 the Society; as well as to cast 1 vote each for Officers and Directors in accordance with these Bylaws and any policies and procedures adopted by the Board.

  1. Student Members shall have the right to serve as a member of any student-only committees and to cast 1 vote each for Officers and Directors in accordance with these Bylaws and any policies and procedures adopted by the Board.

Section 8.  Membership Meetings

  1. 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.
  2. 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.
  3. 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.
  4. Quorum; Manner of Acting. Five 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. 

    5. Except for the election of Directors and Officers, 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 and Officers 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.

  5. 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.
  6. 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, 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 Officers. The Officers and Directors comprise the Board.

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 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. 

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), shall act as Secretary and will perform such duties as may be assigned by the Board. The Chief Executive Officer & 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, and Executive Committee. He or she will ensure that accurate records of all Members are recorded and archived. He or she shall be responsible for the Society’s funds, the collection of all Member dues and assessments, and establishing proper accounting procedures for the handling of the Society’s funds. The Chief Executive Officer & Executive Director shall have the responsibility for hiring staff and shall define the duties of the staff, 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. 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.

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

  1. 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.
  2. 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 9. Minutes
The Chief Executive Officer & Executive Director serving as Secretary shall be responsible for ensuring that full minutes of each meeting of the Board shall be recorded, containing results of the deliberations of the Board. The minutes shall be submitted to the Board for approval at the subsequent meeting of the Board.

Section 10.  Officers and Directors Term of Office

  1. The President and President-Elect shall each serve for a term of 1 year 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. 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 one term and the beginning of the next term in service to the Board.
  2. 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 one 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.
  3. 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 May 1 to April 30.
Section 11.  Removal or Resignation of Officers and Directors

The President, President-Elect, Immediate Past President, or Directors elected by the Members may be removed with cause by the Members entitled to vote for these positions; provided, however, that the Board may suspend an Officer’s authority to act as an officer for cause. “Cause” for purposes of this provision shall mean such Director of Officer’s: (a) willful and continued failure to substantially perform their duties, including a Director’s unexcused failure to attend 3 consecutive Board meetings; (b) the commission of a fraudulent or dishonest act, or the conviction, plea of guilty or “No Contest” to any felony or any crime involving moral turpitude; (c) engaging in conduct that is demonstrably injurious to the best interests of ISPOR, including but not limited to violation of any code of conduct adopted by ISPOR or conduct that may reasonably be considered immoral or scandalous or that has the potential to injure, tarnish, damage, or otherwise negatively affect the reputation and goodwill associated with ISPOR; or (d) declaration of unsound mind by a final order of a court. Any individual removed as a Director pursuant to this Section shall also be deemed removed from any Office of ISPOR held at the time of removal.

The Chief Executive Officer & Executive Director and the Treasurer may be removed by the Board with or without cause.

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.

Section 12.  Compensation

No Director or Officers, except for the Chief Executive Officer & Executive Director, shall receive salary, wages, or other forms of compensation for their service as a Director or Officer, other than for bona fide professional services rendered to the Corporation. They may, at the discretion of the Board, be reimbursed for out-of-pocket expenses incurred while engaged in authorized business of the Corporation. The compensation of the Chief Executive Officer & Executive Director shall be reviewed and approved by the Executive Committee and salary adjustments may be approved subject to their contract rights, if any.

Article VI. COMMITTEES

Section 1.  Committees of the Board

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:

  1. 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:

  1. 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.
  2. 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.
  3. Nominations Committee.  The Nominations Committee is composed of the 5 most recent Past Presidents and 2 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 one 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. The Committee is responsible for developing nomination procedures and selecting nominees for the position of President-Elect, Directors, and Treasurer.
  4. 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.
  5. 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.
Section 3.  Quorum

A majority of the members of a Committee of the Board shall constitute a quorum at any duly called meeting of the Committee.

Section 4.  Meetings

Meetings of any Committee shall conform to the same standards for notice, quorum, voting manner, and method of acting, and other procedures applicable to meetings of the Board as are set forth in Article V of these Bylaws, except as otherwise provided by these Bylaws, committee charter, or 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.

Section 5. Removal; Resignation; Vacancies  

Any Committee member may be removed from any Committee at any time, with or without cause, either by the Board or in the same manner required to appoint such Committee member. Any Board or Advisory Committee member may resign at any time by giving written notice to the President, Chief Executive Officer & Executive Director, or to the Board, or Chair of the relevant Committee. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered. Vacancies in the membership of any Committee may be filled at any time by appointments made in the same manner as provided in the case of the original appointments.

Article VII. ELECTIONS

Section 1.  Elected OfficialsOfficers and Directors are elected annually as described in these Bylaws and the ISPOR Policies and Procedures Manual.

Section 2.  Nominations
The Nominations Committee shall nominate candidates for election as President-Elect and Directors, from current members in good standing who are qualified to serve. A slate of 2 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 in good standing. Ballots shall be distributed to all Members eligible to vote at least 30 days prior to the election.

Section 4.  Election Ties  
In the event of a tie, the tied candidates shall be resubmitted to the Membership in a run-off election to break the tie.

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

Section 6.  Vacancies  
A vacancy in the office of the President shall be filled by the President-Elect for the unexpired portion of the term. If the offices of President and President-Elect are both vacant, the Board shall elect the President, to complete the unexpired portion of the term, and the membership shall elect the incoming President and the President-Elect at the next election. A vacancy in any other office or on the Board resulting from death, disability, resignation, removal, disqualification, or otherwise shall be filled for the unexpired portion of the term by a Member appointed by the President with the approval of the Board. 

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 one 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.

Section 2.  Public Policies
The Board may adopt public policies from time to time by the affirmative vote of two-thirds (2/3) of the entire Board. Each proposed public policy shall be available for review and comment by the Society membership. 

Adopted on November 11, 2023 by the ISPOR Board of Directors
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