I. NAME AND GOALS OF THIS ORGANIZATION
A. This organization shall be known as the International Restless Legs Syndrome Study Group (IRLSSG). The members of this organization are professionals committed to advancing basic and clinical research on the Restless Legs Syndrome (RLS).
B. The IRLSSG aims to advance knowledge about the cause(s), pathogenesis, clinical impact, and management of RLS and related disorders.
C. The activities of the IRLSSG will include:
1. the cooperative planning, implementation, analysis, and reporting of multi-center studies with an international emphasis;
2. other research activities and education related to RLS and related entities such as periodic limb movements (PLM).
D. In pursuit of its goals, the IRLSSG will actively encourage recruitment of new investigators to the field of its interest and will cooperate with outside organizations and other associated organizations that share its goals.
E. Affiliated Regional RLS groups. The IRLSSG, on application to the executive committee and approval by the committee, will accept national and regional groups composed primarily of IRLSSG members as affiliates, provided that they share the goals of the IRLSSG.
1. Such groups will not be affiliated if they present significant conflict of interest issues for the IRLSSG.
2. Affiliated groups will remain independent of the IRLSSG in matters of finance and governance and will have their own by-laws.
3. Individuals or entities excluded from membership in the IRLSSG must also be excluded from membership in any affiliated group.
4. The European RLS Group is recognized as the initial affiliate.
F. The IRLSSG is committed to providing accurate and up-to-date scientific and medical information to professionals and the public regarding RLS and related disorders.
II. GOVERNING PRINCIPLES
The IRLSSG is committed to the principles of open and full scientific communication and collaboration, peer review, full disclosure of potential conflicts-of-interest, and democratic governance of its organization and activities.
III. ELECTED OFFICERS AND EXECUTIVE COMMITTEE
Section A The members of the executive committee shall be the four officers (the chairperson, vice-chairperson, secretary and treasurer) as well as the 6 members at large. Each member shall have one vote.
The immediate past chairperson will be a non-voting member of the executive committee, ex officio.
The executive committee by majority vote or the chairperson can request that others attend the meetings of the executive committee as appropriate.
All officers and at-large members of the executive committee must be voting members of the IRLSSG.
Section B Terms of Officers and At-large Members
1. The officers and at-large members of the executive committee will be elected for four year terms.
2. No person can serve more than two terms in the same position as a voting member of the executive committee.
a. The chairperson will be an ex officio non-voting member of the executive committee for one term after finishing the term as chairperson.
3. Individuals serving as either officers or members at large can only serve twelve consecutive years on the executive committee as a voting member. Thereafter, they must wait two years before being reelected to any office or as a member at large of the committee.
a. This restriction is modified for those individuals who are initially elected to office or at-large positions and who stand for reelection after two years. Their initial partial term will not count against the 12 year limit for executive committee voting membership or the two term limit for occupying the same position. The same modification will apply to individuals appointed to fill out terms for a period of two years or less.
4. Terms of the at-large members and officers will be staggered such that one half will be elected every two years. The chairperson and vice-chairperson will be elected at the same election. After the initial election, those at large members who are to stand for reelection after two years will be chosen randomly.
5. Vacancies on the executive committee, except for that of the chair, may be filled by the executive committee.
a. Any voting member will be eligible to be so appointed, provided that such an appointment does not at the time of appointment violate either the restriction on consecutive terms holding a position or the overall term limits for membership on the executive committee.
Section C. Elections for officers and members of the Executive Committee
1. Nominations for all positions will be open until 60 days prior to the indicated time for election.
2. Only voting members of the IRLSSG, not otherwise disqualified, are eligible to seek office.
3. All voting members can nominate themselves or other voting members for any position, provided that –
a. Any other member so nominated agrees to run for the designated position
b. Four voting members of the IRLSSG in addition to the nominee petition the nominating committee to place the nominee’s name on the ballot. (In counting petitioners, the nominator of the nominee would count towards the four who petition.)
4. It is highly desirable that the Executive Committee (EC) reflect the membership with respect to areas of research interest, scope of practice and location of professional activities.
5. Except for the initial elections, a final ballot will be sent to members no later than 45 days prior to the indicated time for vote or receipt of ballots.
Section D. Meetings of the Executive Committee
1. The executive committee shall meet at least quarterly.
2. The meetings may be face to face or by other means that permit simultaneous exchange of views, except that at least one meeting each year must be face to face.
3. The secretary or designate will take minutes of all meetings. The secretary will ensure that the minutes reflect the decisions on each matter, including votes taken, and all discussions leading to a vote or action. If one third or more or three of those attending indicate that they disagree with a decision or a vote, then the minutes will faithfully reflect the points of view of both the majority and minority positions.
4. The minutes will be transmitted to the membership after review and approval by the executive committee.
5. A quorum for the executive committee will consist of 6 voting members, no fewer than 2 of whom must be officers.
6. All decisions will be by majority vote of those present at the meeting. Each member of the executive committee shall have one vote.
Section E. Specific roles and responsibilities of Officers and the Executive Committee are:
1. Chairperson – The chairperson is responsible for upholding and promoting the goals and purposes of the organization and ensuring that all actions of the IRLSSG are in accordance with the by-laws.
a. The chairperson is the official spokesperson for the organization.
b. The chairperson will initiate, set the date for and conduct all meetings of the executive committee, and general membership, except that a meeting of the executive committee may be called by the resolution of a majority of the voting members of the executive committee.
c. The chairperson may establish temporary committees.
d. The chairperson will appoint all committee chairpersons, except as otherwise specified in these by-laws.
e. These appointments and temporary committees must be confirmed with the executive committee within six months.
f. The chairperson may delegate those duties of the office as appropriate to other officers, members of the executive committee, or voting members of the IRLSSG.
g. In exercising his/her powers, the chairperson should consult as appropriate with the executive committee and/or the membership.
h. In case the chairperson must relinquish the position, the vice-chairperson will advance to the chairperson’s position.
i. If both the chairperson and vice-chairperson are permanently unavailable, a new chairperson will be selected by the executive committee at a meeting convened by either of the remaining officers or by one of the remaining at-large members, if no officers are available. For purposes of this election, a quorum will be 2/3 of the remaining voting members of the executive committee.
j. If someone is advanced to the chairperson position (or other position as officer or at large member of the executive committee) without election, that person will be allowed to fill out the remaining portion of the term and that time served will not count against the limits of the term of office.
2. Vice-Chairperson– Assists the chairperson in all of the business of the IRLSSG and calls and chairs meetings in absence of Chairperson.
3. Secretary - Prepares the agenda for meetings in consultation with the chair and records attendance, writes and distributes minutes in a timely fashion once they are approved.
Ensures that the ballots for any election are transmitted to the membership in a timely fashion in accordance with the by-laws.
4. Treasurer – Is responsible for overseeing the management of all funds obtained for benefit of the IRLSSG and ensures that funds are spent according to approved budgets.
Makes an annual report to the general membership meeting of all funds received, allocated, and dispensed.
5. Executive Committee --The basic role of the Executive Committee is to develop policies, and ensure that the organization is fulfilling its mission and purpose.
a. The executive committee shall have the power to implement policies of the IRLSSG and to supervise all activities of the IRLSSG, including the development of budgets.
b. The executive committee will appoint individuals to fill offices or at-large positions that fall vacant in the period between elections.
c. The executive committee will determine which amendments of the by-laws or other policy matters are to be submitted to the membership for a vote and ensure that votes on all required matters are conducted as specified by the by-laws.
d. The executive committee will consider and act upon all petitions presented by a minimum of ten voting members of the organization.
e. The executive committee will have the ability to authorize all studies which require approval of the IRLSSG.
f. As appropriate, the executive committee can ask the general voting membership to comment or vote on an issue of policy or the activities of the IRLSSG.
g. The executive committee will prepare an annual budget and present it to the membership for approval.
h. The executive committee will determine the fiscal year for the organization.
i. The executive committee will initiate all actions to remove officers or expel members from the membership.
A. Categories of Membership, and Process for Application for Membership, and Granting of Membership
1. Both individuals and organizations may be members of the IRLSSG
a. Individual membership will be either Voting or Associate Membership
b. Organizational membership may be fraternal or sponsoring Membership
2. Individual Membership
a. Voting Membership
i. All members as of the time of adoption of these by-laws will be accepted as voting members of the IRLSSG.
ii. Subsequent to the adoption of the by-laws, voting members will either
a. have a doctoral level degree or the substantial equivalent and be currently working in an area related to RLS research or clinical practice, or
b. provide evidence of significant contributions to the field or one or more publications in the field.
c. At least some of the contributions must have been made within the past 5 years.
b. Associate Membership
i. Associate membership is available to students and to para-professional staff, including study coordinators or technicians, currently working in the field of RLS.
ii. Associate members do not have voting rights.
c. Excluded from Individual Membership
i. Individuals working for for-profit organizations with potential conflicts of interest, such as pharmaceutical companies, as their sole professional activity would not be eligible for membership, even if they were otherwise qualified, except that
a. those with dual professional activities, partially as an employee of a for-profit organization with potential conflict of interest and partially in a non- profit setting, may apply to the executive committee for membership, and
b. those members who enter the employ of a for-profit organization with potential conflict of interest must have their continued membership status reviewed by the executive committee.
3. Organizational membership
a. Fraternal membership
Fraternal membership is open to non-profit organizations or associations which share goals with the IRLSSG.
b. Sponsoring membership
Sponsoring membership is open to responsible for profit entities, provided that any such membership does not entail in itself conflicts of interest and provided that any such sponsorship is not in itself inappropriate.
i. To become a sponsoring member, the for-profit entity will provide an unrestricted grant to the IRLSSG for its general activities.
ii. Classes of sponsoring membership depending on level of support may be created by the executive committee.
c. Organizational members do not have the right to vote at any time.
4. Application for Membership
a. Those individuals or organizations desiring membership in the IRLSSG will apply to the membership committee for acceptance.
b. The application should include documentation of eligibility to the class of membership sought by the applicant.
c. The membership committee will make decisions on individual members and submit a list of new members to the executive committee.
d. The membership committee will review the applications of the organizational applicants and then forward to the executive committee their recommendations as to whether and what kind of membership to grant and any additional information that may be useful to the executive committee in deciding whether and what kind of institutional membership to grant.
i. The executive committee will decide on all institutional memberships.
B. Responsibilities of Members
1. Members shall abide by the by-laws of the IRLSSG and assist the IRLSSG in reaching its goals.
2. Members shall be aware of the current IRLSSG conflict of interest guidelines as endorsed by the executive committee and will follow those guidelines to be known as the IRLSSG Conflict of Interest Guidelines.
C. Rights of Members
1. Voting members
a. Each voting member will have one vote when a general vote of the membership is called.
b. Each voting member has the right to seek any office in the organization, provided that no person can occupy more than 1 elected office at the same time.
c. Any voting member of the IRLSSG can call for a general vote on an issue relevant to the organization. The vote will be held if ten members petition the executive committee to hold it.
2. All individual members
a. The IRLSSG will maintain an open communications forum to which all individual members have access.
b. Open communication between any individual member of the IRLSSG and the rest of the membership is encouraged on any relevant topic, either scientific or administrative.
c. Any individual or group of the IRLSSG can address the membership on relevant issues of concern. A group may include members of the executive committee who are in disagreement with a majority point of view.
3. Organizational members
a. Organizational members may attend meetings through recognized delegates and may speak at meetings on any issue.
i. In case there is any question on the appropriateness of any delegate representing an organizational member, the chair will refer the matter to the executive committee and, pending a decision, will not accept the delegate’s statements as representative of the organization.
b. On application to the executive committee, individuals representing fraternal members may be added to the communications forum and be given member privileges on the website provided that this not create conflicts of interest.
c. Sponsoring members may communicate with the individual members through the liaison committee, or through the chair.
1. The IRLSSG shall have both standing and temporary committees.
2. Standing committees shall exist and function except as abolished by amendment of these by-laws.
a. The standing committees will include:
i. The nominations committee
ii. The liaison committee
iii. The membership committee
iv. The executive committee
b. The nominations committee will be headed by the immediate past chairperson of the IRLSSG, if available.
i. The nominations committee will be responsible for soliciting nominations, informing the membership of those interested in running for office, and preparing a final ballot.
ii. The nominating committee will initiate the election process by calling for nominations no later than six months prior to the date of the election.
iii. The nominating committee can also nominate individuals for any office or for at-large positions on the executive committee.
iv. No later than 3 months prior to the date of the election, the nominating committee will prepare an initial list of candidates, including individuals the committee has nominated and all other individuals who have been nominated in accordance with the required procedures. Candidates will be listed by the position they seek. All individuals running for a specific position will be listed alphabetically. This list will be transmitted to the membership.
v. After the close of nominations, the nominating committee will prepare a final ballot and make it available for transmission to the membership.
vi. The nominating committee should encourage individuals to seek office and will attempt to ensure that the candidates represent the different sectors of the voting membership.
vii. The majority of the members of the nominating committee must be neither voting nor ex officio members of the executive committee.
viii. The nominating committee will not begin the process of making nominations until its membership has been approved by the executive committee.
ix. The executive committee must review the proposed membership of the nominating committee within one month of its receipt.
c. The liaison committee will facilitate communication with interested parties representing for-profit entities.
d. The membership committee shall be responsible for maintaining a record of all voting and associate members and shall screen all applications for membership to ensure that the applicants meet the established criteria.
i. In cases where an application raises issues not readily decided by the membership committee, the application should be forwarded to the executive committee for final decision.
ii. The membership committee will furnish, as required, an indication of how many members make up any requested fraction of the total membership or voting membership.
3. Temporary committees may be established as the need arises either for a fixed or indefinite term.
a. Temporary committees may be established by the chairperson with the concurrence of the Executive Committee for special tasks, as the circumstances warrant.
b. Such temporary committees shall limit their activities to the accomplishment of the task for which the committee was appointed, and shall have no power to act except in those matters specifically designated by the Executive Committee.
c. Temporary Committees shall stand discharged upon completion of their appointed task.
4. Committee members will be chosen by the chairpersons of the respective committees.
a. Committee chairpersons will submit the list of potential committee members to the executive committee for approval.
A. Voting for Officers: Votes for election of officers and for the election of members of the Executive Committee will be taken by a secretly collected ballot distributed by an independent third party organization.
1. The independent organization will take all steps necessary to keep the
votes confidential from members of the IRLSSG.
2. The independent organization will be responsible for counting the votes and conveying the tally to the executive committee which will, in turn, convey the results to the membership except that, for the initial election of officers, the vote may be taken at the annual general membership meeting.
B. Other Votes: Votes for anything other then election of officers and election of members of the executive committee can be taken by an independent third party organization, by the executive committee, or by a vote taken at the annual general membership meeting.
1. An independent organization can distribute ballots by any method, including the
use of email or other electronic means. The independent organization will convey the results to the executive committee without revealing the identity of any individual voters.
2. The Executive Committee must use a ballot mechanism which keeps the identity of the voter confidential.
3. At the annual membership meeting of the IRLSSG, votes may be taken by hand count, except that if two persons so request, the voting will be held by secret ballot.
C. On any vote, the vote will only be binding if the lesser of the votes of 20% of the membership or 20 votes are recorded.
VII. BUDGET AND FINANCE
A. Grants and donations in favor of the IRLSSG will be used to support the goals and purposes of the IRLSSG.
B. The executive committee is responsible for proposing a yearly budget.
1. The yearly budget will be presented to the membership at the annual meeting. 2. After being approved or amended by the membership at the annual meeting, the budget will be made available to members in a readily accessible manner, such as by posting by the website.
C. The treasurer will present a budget report at the annual meeting.
1. The annual budget report will be will be made available to members in a readily accessible manner, such as by posting by the website, and updated quarterly.
D. Authorization by the executive committee is required before making payment on expenditures when:
1. the actual expenditure exceeds the budgeted amount by $5,000 or a greater amount;
2. the expenditure is $10,000 or more.
3. Authorization by the chair is required when the actual expenditure exceeds the budgeted amount by $1,000 or a greater amount, but less than $5,000
E. Authorization by the executive committee and notification of the members is required when changes in the budget are greater than $10,000.
1. The members shall be given one week advance notification of the change and be made aware that they can request a vote on the matter.
2. If an appropriate call for a vote occurs, the matter will be suspended and determined by the outcome of the vote
F. The fiscal year will be decided by the executive committee.
VIII. REMOVAL AND EXPULSION
A. The executive committee may initiate the process for removing an officer or expelling a member through a 2/3 vote of those present at a properly constituted meeting.
B. The executive committee upon an affirmative vote for removal or expulsion will proceed to present the issues to the membership and call for a ratifying vote.
a. In presenting the issues to the membership, the executive committee will affirm that its actions are taken for the benefit of the organization.
C. The removal or expulsion will be affirmed by a two/thirds majority of those voting if the greater of 20% of the voting membership or 20 voting members participate.
D. The member subject to removal or expulsion will have the option of resigning prior to the submission of the matter for a vote of the membership.
Article IX. AMENDMENTS
A. Proposed amendments to these bylaws must be distributed to all voting members no less than two weeks prior to date for close of voting.
B. Amendments to these by-laws will be accepted if at least two-thirds (2/3) of those voting are in favor of the change.
C. In a vote to amend, the lesser of 20% of the voting membership or 20 voting members must cast votes for the vote to be accepted.