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AMENDED AND RESTATED BYLAWS

of the

INTERNATIONAL THYROID ONCOLOGY GROUP

July 10, 2008

Revised October 5, 2011

Revised June 4, 2012

Draft revision May 29, 2013

Amended April, 2015

Amended September, 2015

Amended March, 2016

Amended September, 2017

Amended May, 2019

Amended July, 2020

Amended October, 2020

 


ARTICLE I

STRUCTURE AND PURPOSES

Section 1: Structure.

The International Thyroid Oncology Group (“ITOG”) is a nonprofit corporation organized under the laws of the State of Delaware, as a non-stock corporation.  The Certificate of Incorporation of ITOG (as amended from time to time, the “Certificate of Incorporation”) was filed in the office of the Secretary of State of the State of Delaware on April 18, 2006.

 

Section 2: Purposes

Consistent with its Certificate of Incorporation, ITOG is organized and is to be operated exclusively for scientific, and/or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  ITOG strives to further the study and dissemination of knowledge regarding thyroid cancer biology, and enhance the care and outcomes of patients with thyroid cancer through innovative translational or clinical research.

 

ARTICLE II

MEMBERS

Section 1: Membership criteria 

The membership criteria of ITOG are designed to encourage broad participation by health care and research professionals with clinical or research expertise in thyroid cancer, and other persons with interests in thyroid cancer. Qualification for membership in ITOG may fall into several areas:

Enrolling Physician: Has participated in a thyroid cancer clinical trial as investigator or co- investigator during the past 3 years.

Participating Physician: Has managed or referred a patient to a thyroid cancer clinical trial during the past 3 years.

Participating Professional: Has participated in the design, analysis or clinical support of a clinical trial.

Basic Scientist: Has participated in scientific studies which are clinically relevant and may lead to the execution of a clinical trial.

Allied Health Professional: Has worked on a thyroid cancer clinical trial as an allied health professional during the past 3 years.

Advisor/Advocate: Has provided advice or support to ITOG regarding business operations, fiduciary responsibilities development initiatives, and corporate relations. OR, is a patient advocate and/or fundraiser for thyroid cancer.

Other qualifications for membership may be considered by the Membership Committee.

Applicants who meet the relevant membership criteria will be reviewed by the Membership Committee, and, by majority vote of the committee, may be recommended to the Board of Directors for membership.  A majority vote of the Board of Directors is required for granting of membership.  Membership is granted for a three-year term, and renewal of membership is subject to review by the Membership Committee and the Board of Directors.

 

Section 2: Categories of Membership

There are three categories of membership. Members in all categories are considered full members.

  2.1: Member in Academia

Members in academia (over 50% effort) will have full voting rights and may serve on the Board of Directors, as officers of ITOG and as members or chair of any ITOG committees. They may attend all open and closed sessions at ITOG meetings, except those for which they have a conflict of interest. Members in academia must recuse themselves on any matters which are perceived as a conflict of interest, as determined by the Conflict of Interest Policy, Board of Directors or committee appointed by the Board of Directors for this purpose. Members in Academia who have employment or other affiliation, but less than 50% effort, in the biomedical, pharmaceutical or other medical-related industry, may have certain restrictions that will be determined on a case-by-case basis by the Conflict of Interest Committee, the Board of Directors or a committee appointed by the Board of Directors for this purpose.

 2.2: Member in Industry

ITOG strongly values and encourages membership of those who work for or have strong ties to industry. However, due to the inherent potential for conflicts of interest, members who are primarily (at least 50% effort) based in the biomedical, pharmaceutical or other medical-related industry will have certain restrictions. They will not be permitted to attend certain designated sessions at ITOG meetings (including but not limited to general membership conference calls) that have inherent potential to be a conflict of interest to all members in industry, unless approved on an exception basis. These sessions will be designated in advance as closed sessions, by criteria established by the Conflict of Interest Committee. They may not serve as officers or on the Board of Directors of ITOG. They are not eligible to chair any ITOG committee. They will have voting privileges; however, like all members, they must recuse themselves on any matters which are perceived as a conflict of interest, as determined by the Conflict of Interest Policy, the Board of Directors or a committee appointed by the Board of Directors for this purpose.

If the job description of a member changes such that their new role is primarily with industry, they must inform the Board of Directors immediately. Conversely, if members move from industry to non-industry settings, they must inform the Board of Directors in order for their restrictions to be removed. If a member moving to a new role primarily in industry is an officer, member of the Board of Directors, or Chair of any ITOG committee, the member must resign this position immediately. The Board of Directors will then appoint an eligible member to fill this position; the new appointee will complete the term of the designee.

 2.3: Member Advocate

The Member Advocate category will include individuals not included in the Member in Academia or Member in Industry categories. Member Advocates will have full voting rights and may serve on the Board of Directors, as officers of ITOG, as members or chair of any ITOG committees. They may attend all open and closed sessions at ITOG meetings, except those for which they have a conflict of interest. Member Advocates must recuse themselves from any matters which are perceived as a conflict of interest, as determined by the Conflict of Interest Policy, Board of Directors or committee appointed by the Board of Directors for this purpose. Member Advocates who have employment or other affiliation, but less than 50% effort, in the biomedical, pharmaceutical or other medical-related industry, may have certain restrictions that will be determined on a case-by-case basis by the Conflict of Interest Committee, the Board of Directors or a committee appointed by the Board of Directors for this purpose.

 Section 3: Resignation. 

Any member may resign by filing a written resignation with the President at the principal office of ITOG. Such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.  If the member is participating in an active clinical trial being conducted by ITOG and is also withdrawing from participation in the clinical trial, he or she is responsible for ensuring ongoing follow-up of existing protocol patients and for transferring the patient to another ITOG member who is participating in the clinical trial. 

Section 4: Revocation or Suspension of Membership. 

Membership in ITOG may be revoked or suspended for nonpayment of dues, actions inconsistent with the ethics and standards of the member’s profession, serious misconduct, errors in performance or failure to comply with ITOG policies. Procedures and policies for revocation or suspension of membership will be established by the Board of Directors.

Section 5: Dues. 

The Board of Directors may establish dues for members.

Section 6:  Meetings of Members. 

     6.1:  Annual Meeting. 

The annual meeting of ITOG members shall be held each year at a time and place designated by the Board of Directors.  The Annual Meeting shall be called by the President at the request of at least thirty percent (30%) of the members.

     6.2:  Special Meetings. 

Special meetings of the members (“Special Meetings”) shall be held at such times and places as the President shall designate from time to time. A Special Meeting shall be called by the  of the Board or at the request of at least thirty percent (30%) of the members.

     6.3:  Notice of Meetings. 

Unless otherwise assigned by the Board of Directors or required by law, the Certificate of Incorporation or these Bylaws, the Secretary shall give notice of the time and place of each Annual or Special Meeting to each member in person or by facsimile transmission, mail, electronic message or telephone, at least ten (10) days before such meeting.  Unless otherwise indicated in such notice, any and all matters pertaining to ITOG’s purposes may be considered and acted upon at such meeting. 

     6.4:  Voting Privileges.

All members shall be entitled to vote at a meeting of members and shall elect the at-large members of the Board of Directors.

Upon the demand of any member entitled to vote, the vote on any matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

     6.5:  Quorum. 

Unless otherwise provided herein, thirty percent (30%) of the members entitled to vote at a meeting of the members shall constitute a quorum for the consideration of any matters pertaining to ITOG’s purposes.  If at any Annual or Special Meeting of the members there is less than a quorum present, a majority of those present may adjourn the meeting.  The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

     6.6  Presiding Officer. 

At every meeting of members, the President, or in his or her absence (or if there be none) the Chief Financial Officer shall preside. 

     6.7  Proxies. 

Each member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  Every proxy shall be signed by the member or by his or her duly authorized attorney.


ARTICLE III

BOARD OF DIRECTORS

 

Section 1: Powers.

The property, business, and affairs of ITOG shall be managed and controlled by the Board of Directors and, subject to the restrictions imposed by law, the Certificate of Incorporation of ITOG and these Bylaws, the Board of Directors shall exercise all of the powers of ITOG. 

The Board of Directors shall set policy for ITOG and oversees all aspects of ITOG operations.

The Board of Directors elects the President, the President Elect (when applicable), and approves the appointment of the Chief Financial Officer, the Secretary, and the Advisory Member; approves admission of members and major appointments within ITOG (such as committee chairs); selects the geographic site of the Administrative Coordinating Center (ACC); acts on appeals from ITOG members regarding recommendations of the Membership Committee; institutes new standing or ad hoc committees or dissolves existing committees; receives reports from ITOG committees; and acts upon issues brought before it.

The Board of Directors is responsible for setting the scientific agenda and trial prioritization scheme for ITOG. The Board of Directors is responsible for the development and ongoing maintenance of relationships with government agencies and other organizations.

Section 2: Number, Titles and Term of Office.

The Board of Directors of ITOG shall consist of fifteen Directors.  The voting membership shall elect ten at-large Directors.  The Board of Directors shall elect the President, the Secretary, and the Chief Financial Officer. The President must have served, either currently or previously, as a member of the Board of Directors. The Chair of the Basic Science and Correlative Studies Committee, the Chair of the Clinical Protocols Committee, the Chair of the Membership Committee, and the Chair of the Finance Committee, each appointed by the Board of Directors, shall be considered members of the Board of Directors. The Board of Directors may appoint one Advisory Member, as defined in Section 1.2.4 of Article II, to serve as a member of the Board of Directors.  At least one member of the Board of Directors shall be a non-U.S. member. Non-U.S. member is defined as having his or her main place of employment outside of the United States or its territories.  Each member of the Board of Directors shall have the same voting privileges. 

The number of Directors may be increased or decreased from time to time by amendment of these Bylaws in accordance with the provisions of Section 8 of Article VII, provided that the number of Directors shall never be less than three (3), and provided further that no decrease in number shall have the effect of shortening any term of any incumbent Director.

The term of members of the Board of Directors is three years. To provide continuity within the Board of Directors, the terms of at-large Board members shall be staggered.  In the event that an at-large Director is appointed as Chair of the Basic Science and Correlative Studies Committee, the Chair of the Clinical Protocols Committee, the Membership Committee or the Finance Committee, his or her term as a Director shall begin anew and his or her at-large position shall be filled by the Board of Directors.

Section 3: Election and Vacancies.

Elections of at-large Directors will take place at the Annual Meeting, and terms of Directors will begin at the adjournment of the Annual Meeting. Any vacancy (other than resulting from completion of a term) occurring in the office of a Director, whether by death, resignation, removal, or otherwise, shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy arising other than as a result of the completion of the term of a Director shall be elected for the unexpired term of, and shall be a member of the same class as, his or her predecessor in office.  Any vacancy to be filled by reason of an increase in the number of Directors shall be filled by election of the voting members of ITOG at the time of the next Annual Meeting, or sooner, either by mail or electronic ballot, if so determined by the Board of Directors.

Section 4: Removal.

Any member of the Board of Directors may be removed from office for nonpayment of dues, actions inconsistent with the ethics and standards of the member's profession, serious misconduct, errors in performance or failure to comply with ITOG policies by the affirmative vote of a two-thirds (2/3) majority of the other Directors of ITOG.  Procedures and policies for removal from the Board of Directors on this basis will be established by the Board of Directors, and approved by a two-thirds (2/3) vote of the general membership.  In addition, a Director may be removed from office by the affirmative vote of a three-fourths (3/4) majority of the other Directors of ITOG.

Section 5: Regular Meetings.

The Board of Directors meets in person at each Annual Meeting of ITOG and at other times (either in person or by conference phone call) as necessary.  Regular meetings of the Board of Directors (“Regular Meetings”) shall be held at least quarterly or at the call of the President at such times and places as shall be designated from time to time by resolution of the Board of Directors.

Section 6: Special Meetings.

Special meetings of the Board of Directors (“Special Meetings”) shall be held at such times and places as the President shall designate from time to time.

Section 7: Notice of Meetings.

The President or his or her designate shall give notice of the time and place of each Regular or Special Meeting to each Director in person or by facsimile transmission, mail, electronic message or telephone, at least ten (10) days before such meeting.  Unless otherwise indicated in such notice, any and all matters pertaining to ITOG’s purposes may be considered and acted upon at such meeting.  At any such meeting at which every Director shall be present even though without notice, any matter pertaining to ITOG’s purposes may be considered and acted upon.  A member of the Board of Directors may waive notice of any meeting.  The attendance or participation of a member of the Board of Directors at any meeting shall constitute a waiver of notice of such meeting unless such attendance or participation is for the purpose of objecting to the failure of notice.  A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. 

Section 8: Quorum.

A majority of the Directors shall constitute a quorum for the consideration of any matters pertaining to ITOG’s purposes.  If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Certificate of Incorporation or these Bylaws.

Section 9: Voting.

A Director may vote only in person.  A Director may not vote by proxy.  

Section 10: Conduct of Business.

At all meetings of the Board of Directors, the President shall preside, and in the absence of the President, the Chief Financial Officer shall preside. The Secretary or his  or her designee shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary or his or her designee, the President may appoint any person to act as Secretary of the meeting.

Section 11:  Compensation of Directors; Expenses.

Persons serving as Directors shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out ITOG’s purposes as the Board of Directors may from time to time determine.  A Director shall be entitled to reimbursement for reasonable expenses incurred by him or her in carrying out his or her duties as a Director.

ARTICLE IV

COMMITTEES

Section 1: Board Committees

The Board of Directors may from time to time designate members of the Board of Directors to constitute committees that shall have and may exercise such powers as a majority of the Board of Directors may determine in the resolution that creates the committee.  The Standing Committees of the Board are the Executive Committee, the Clinical Protocols Committee, the Basic Science and Correlative Science Committee, and the Membership Committee, and the Finance Committee.  The Chair of any Standing Committee will be a member of the Board of Directors.

The Board of Directors may appoint individuals who are not members of the Board of Directors to any committee. The Board of Directors will review and approve the actions of all committees. However, the Board of Directors may assign to any committee decision making authority on a subset or all of the committee’s actions, provided that under applicable law it is not authority that must reside with the Board of Directors.

Other committees that are not standing committees may be designated and members appointed by a resolution adopted by the Board of Directors, or by the President if authorized by a resolution of the Board of Directors or by these Bylaws.  Membership of such committees may, but need not, be limited to Directors. All committee appointments and chairmanships will be for a term of three years, and may be renewed indefinitely, by the Board of Directors.

The actions of all committees may be reviewed and amended by the Board of Directors.

Section 2: The Executive Committee.

The Board of Directors shall have an Executive Committee, consisting of the President, the Secretary, the Chief Financial Officer, the Chair of the Protocol Committee, and (as detailed in Article V, Section 2 and Section 5) the immediate past President and the President Elect. The immediate past President and the President Elect are non-voting members of the Executive Committee. 

The Executive Committee shall have the authority to act on behalf of the Board, subject to ratification by the Board at its next meeting, including by:

  • Having general executive charge, management, and control of the properties, business, and operations of ITOG with all such powers as may be reasonably incident to such responsibilities;
  • Agreeing upon and executing all leases, contracts, evidences of indebtedness, and other obligations in the name of ITOG;
  • Appointing personnel necessary to support the ACC;
  • Making appropriate reports regarding the function of ITOG to the meetings of the Board of Directors;
  • Appointing ad hoc committees for special purposes; and
  • Having such other powers and duties as may be designated in these Bylaws and as may be assigned to the committee from time to time by the Board of Directors.

Meetings of the Executive Committee shall be held at the call of the President.  A report of its actions shall be provided to the Board of Directors in writing at the next regularly scheduled meeting of the Board.

Section 3: The Clinical Protocols Committee.

The Clinical Protocols Committee shall have responsibility for developing protocols for clinical trials that will be performed by the members of ITOG.  They will also determine which sites will participate in a trial and define certain guidelines for each trial’s performance, such as: sample size, time to complete the trial, inclusion of correlative science studies, etc.  The committee will also determine whether correlative science studies should be included as part of a given clinical trial. 

Subject to the Board of Directors delegating or assigning responsibility for these roles to another individual or organization, the Clinical Protocols Committee will evaluate the accuracy of collected data, confirm that a site is in compliance with guidelines defined for a clinical trial, assure that all members of a clinical trial team at a given site are properly credentialed, and that all documents related to a trial have been approved by the regulatory body at a trial site.

Section 4: Basic Science and Correlative Science Committee.

The Basic Science and Correlative Science Committee will design the research protocols for correlative studies in clinical trials of ITOG, including, but not limited to, studies based on biological specimens collected during a clinical trial.  They will determine how biological samples will be collected, what experiments will be performed on the biological samples, and which scientists will conduct the experiments. The Board of Directors may delegate or assign responsibility for collection, storage, quality assessment, and distribution of biological samples.

Section 5: Membership Committee

The Membership Committee will determine criteria and categories for membership in ITOG, and establish and make available membership application forms. The Membership Committee will review and recommend applicants for membership in ITOG, as described in Article II, Section 1.1. The Membership Committee may also invite specific individuals to apply for membership in ITOG. Maintenance and renewal of membership in ITOG are subject to review by the Membership Committee.

Section 6: Finance Committee

The Finance Committee will maintain a continuing overview of the financial affairs of ITOG and shall make such recommendations to the Board of Directors, as it deems appropriate concerning the fiscal management of ITOG. The Finance Committee will examine all books, vouchers, statements or appropriate reports of the Chief Financial Officer at least once yearly. If requested, they shall advise and aid the Chief Financial Officer in his or her efforts to arrange examinations, reviews or audits.

Section 7:  Procedures; Meetings; Quorum.

Any committee created by the Board of Directors or these Bylaws, unless otherwise expressly provided herein, shall (a) have a chairman designated by the Board of Directors, (b) fix its own rules or procedures, (c) meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors, (d) keep regular minutes of its meetings and cause such minutes to be recorded in books or electronic media kept for that purpose in the principal office of ITOG, and (e) report the same to the Board of Directors at its next succeeding meeting.  At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any action, unless otherwise expressly provided in the committee’s rules or procedures, these Bylaws or by the Board of Directors. 

The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint the designated alternate Director to act at that meeting in the place of the absent or disqualified member.

Section 8:  Removal

The Board of Directors may remove (with or without cause) any member of a committee elected or appointed by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed.  Election or appointment of a committee member shall not of itself create contract rights.

 

ARTICLE V
OFFICERS

Section 1. Officers.

The officers of ITOG shall include the President, the President Elect, when applicable, the Secretary and the Chief Financial Officer.  The Board of Directors may appoint such other officers and assistant officers, which shall have such authority and responsibility as may be assigned to them by the Board of Directors.  Any two (2) or more offices may be held by the same individual, except the offices of the President and the Secretary.  A duly elected officer shall serve in the office to which he or she is elected until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.  The terms of the President and the Secretary are three years, and the term of the Chief Financial Officer is three years. The President, Secretary, and Chief Financial Officer may be re-elected to subsequent term(s).

Section 2:  Powers and Duties of the President.

The President shall schedule and preside at all meetings of the Board of Directors or the membership, and shall have such other powers and duties as may be assigned to such officer in these Bylaws or from time to time by the Board of Directors.

The President will make appropriate reports regarding the function of the ITOG to the meetings of the Board of Directors. The President may appoint ad hoc committees for special purposes, with the approval of the Board of Directors.

Subject to the control of the Board of Directors, the President shall have general executive charge, management, and control of the properties, business, and operations of the ITOG with all such powers as may be reasonably incident to such responsibilities; shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the ITOG; and shall have such other powers and duties as may be designated in these Bylaws and as may be assigned to such officer from time to time by the Board of Directors.

Section 3: Powers and Duties of the President Elect.

In the year prior to the completion of the term of the President, the Board of Directors shall elect a President Elect who will accede to the position of President in the following year.  The President Elect serves as a non-voting member of the Executive Committee for a period of one year, from his or her election as President Elect until completion of the term of the past President.   If not already a Director, the President Elect shall serve as a non-voting member of the Board of Directors for a period of one year from his or her election as President Elect until the completion of the term of the past President.

While in office, the President Elect shall have such powers and duties as may be assigned to such officer in these Bylaws or from time to time by the Board of Directors.

Section 4: Power and Duties of the Chief Financial Officer.

The Chief Financial Officer, who shall be an individual experienced in financial and business matters, shall have custody of all of ITOG’s funds and securities that come into such officer’s hands.  When necessary or proper, the Chief Financial Officer may endorse or cause to be endorsed, in the name and on behalf of ITOG, checks, notes, and other obligations for collection and shall deposit or cause to be deposited the same to the credit of ITOG in such bank or banks or depositories and in such manner as shall be designated and prescribed by the Board of Directors; may sign or cause to be signed all receipts and vouchers for payments made to ITOG either alone or jointly with such other officer as may be designated by the Board of Directors; whenever required by the Board of Directors, shall render or cause to be rendered a statement of the cash account; shall enter or cause to be entered regularly in ITOG’s records to be kept by such officer for that purpose full and accurate accounts of all moneys received and paid out on account of ITOG; shall perform all acts incident to the position of Chief Financial Officer subject to the control of the Board of Directors; and shall, if required by the Board of Directors, give such bond for the faithful discharge of such officer’s duties in such form as the Board of Directors may require.

Section 5: Powers and Duties of the Secretary

The Secretary shall keep the minutes of all meetings of ITOG and the Board of Directors in books or electronic media provided for that purpose, and shall attend to the giving and serving of all notices, unless these duties are assigned by the Board of Directors to an ITOG employee or to another designee. The Secretary, in furtherance of ITOG’s purposes and subject to the limitations contained in the Certificate of Incorporation, may sign with the President in the name and on behalf of ITOG and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of ITOG; shall have charge of ITOG’s books, records, documents, and instruments, except the records of account and financial records and securities of which the Chief Financial Officer shall have custody and charge, and such other books, papers and electronic media as the Board of Directors may direct, all of which shall be open at reasonable times to the inspection of any Director upon application at ITOG’s office during business hours; and shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors. The role of Secretary may be fulfilled by any member of the Board of Directors except the President.

Section 6: Immediate Past President.

The immediate past President remains an ex-officio, non-voting member of the Executive Committee and Board of Directors for a period of one year.  However, if the immediate past President’s term as a Director has not otherwise ended, he remains a voting member of the Board of Directors until the end of his or her term.

Section 7: Removal.

Any officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed.  Election or appointment of an officer shall not of itself create contract rights.

Section 8: Vacancies.

The Board of Directors may fill any vacancy occurring in any office of ITOG. 

Section 9: Compensation of Officers.

Officers shall be entitled to receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out ITOG’s purposes as the Board of Directors may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive.

ARTICLE VI
OFFICES

Section 1: Principal Place of Business

The principal place of business of ITOG is located at 5166 Commercial Drive, Yorkville, New York 13495. ITOG may have such other offices, either within or without the State of New York, as the Board of Directors may determine or as the affairs of ITOG may require from time to time.

Section 2: Registered Office and Registered Agent

ITOG shall have and continuously maintain in the State of Delaware a registered office and a registered agent whose office is ITOG’s registered office, as required by the laws of the State of Delaware.  The registered office may be changed from time to time by the Board of Directors in accordance with applicable law.

Section 3: Administrative Coordinating Center (ACC).

The ACC is responsible for the administrative and clinical support of ITOG, including: the development of protocols for clinical studies, the education of oncologists and other medical and allied health personnel in the theory and practice of clinical trials, the auditing of investigators and clinical sites that are participating in ITOG studies, the management of adverse events, the development and distribution of print and electronic materials for ITOG, the maintenance of all records and data pertaining to ITOG, the planning and management of ITOG’s annual meetings and the scheduling of conference phone calls and other communications with ITOG committees, the distribution of capitation payments to ITOG members and the handling of all fiduciary matters related to ITOG. The ACC also communicates with the CTEP in the NCI and prepares grants to support ITOG. The Board of Directors may delegate or assign responsibility for some or all of the roles of the ACC.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 1: Fiscal Year.

ITOG’s fiscal year shall be as determined from time to time by the Board of Directors.

Section 2: Seal.

ITOG’s seal, if any, shall be such as may be approved from time to time by the Board of Directors.

Section 3: Notice.

Whenever any notice is required to be given by mail under the provisions of these Bylaws, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed postpaid wrapper addressed to the person entitled thereto at such person’s post office address, as such appears in the records of ITOG, and such notice shall be deemed to have been given on the date of such mailing.  If transmitted by facsimile or electronic message, such notice shall be deemed to be delivered upon successful transmission of the facsimile or electronic message. 

Section 4: Resignations.

Any Director, officer, committee, or advisory board member may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. 

Section 5: Action Without a Meeting by Directors, or Committees.

Any action required or authorized to be taken under the Certificate of Incorporation at a meeting of the Board of Directors or a committee may be taken without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action consents stating the action taken.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

Subject to the requirements of law for notice of meetings, unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or members of any committee may participate in and hold a meeting of the Board of Directors or committee, as the case may be, by means of a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.  Participation in such meeting shall constitute presence in person at such meeting, unless the participation is for the express purpose of objecting to the transaction of business at the meeting on the ground that the meeting has not been lawfully called or convened.  If voting is to take place at the meeting, ITOG must: (a) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and (b) keep a record of any vote or other action taken.

Section 6: Indemnification

ITOG shall indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) any person who is or was a Director or officer of ITOG and may indemnify (which indemnification may include without limitation, advancing reasonable expenses) any person who is or was an employee or agent of ITOG (or any person who is or was serving at the request of ITOG as a Director, officer, employee, or agent of another clinical trials group, partnership, joint venture, trust, or other enterprise) to the fullest extent required or permitted by applicable law.  In addition, ITOG shall have the power to indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) to the fullest extent permitted by law such other persons as the Board of Directors may determine from time to time.  ITOG shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not ITOG would have the power to indemnify such person under the foregoing provisions.  Any amendment to this Article VII, Section 6 shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment.

Section 7: Conflicts of Interest Policy

The Board of Directors shall adopt and maintain a Conflicts of Interest Policy, the purpose of which is to protect the patients’, the public’s and ITOG’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, Director or key employee of ITOG.  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Section 8: Amendments

These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors at any meeting if notice of the proposed amendment is contained in the notice of such meeting.

 

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International Thyroid Oncology Group

5166 Commercial Drive

Yorkville, New York 13495

614-293-9779

Our mission
To catalyze a cure for the most challenging thyroid cancers through the collaborative efforts of our unique multidisciplinary team of leading physicians, scientists, and advocates to design, coordinate, and prioritize state-of-the-art clinical trials and correlative science.