ARTICLE 1 – NAME, DOMICILE AND OTHER LEGAL STIPULATIONS
1.1 The name of the organization shall be:
PAN AMERICAN LEAGUE OF ASSOCIATIONS FOR RHEUMATOLOGY
LIGA PANAMERICANA DE ASOCIACIONES DE REUMATOLOGÍA
LIGA PANAMERICANA DE ASSOCIAÇOES DE REUMATOLOGIA
LA LIGUE PAN AMERICAINE DES ASSOCIATIONS DE RHUMATOLOGIE
herein after referred to as PANLAR. The organization was established in 1943.
1.2 This Constitution and By-Laws were drawn up in order to establish PANLAR in accordance with the new Constitution and By-Laws of the International League of Associations for Rheumatology (ILAR, for its acronym in English) and were revised in the PANLAR General Assembly in Recife, Brazil in September 1994 and later in San Diego, CA, USA, in October 2013.
1.3 The official domicile of PANLAR is 2200 Lake Boulevard North East, Atlanta, GA 30319, United States of America.
1.4 The organization shall be designated by the acronym PANLAR in all official documents and other contexts, regardless of the language in which such documents or contexts may be framed.
1.5 The official working languages of PANLAR shall be Spanish, Portuguese, French, and English. The languages used for meetings and official documents will be in both English and Spanish.
1.6 The language of reference for juridical interpretation of this Constitution and By-Laws shall be English.
ARTICLE 2 – OBJECTIVES
2.1 The aims of PANLAR are twofold:1) to stimulate and promote the study and research of rheumatic diseases for the prevention, treatment and rehabilitation to benefit patients with rheumatic disease in the American continent and 2) to stimulate the continuing development of the specialty of rheumatology.
2.2 PANLAR is an organization of national Rheumatology societies which seeks the following goals:
a) Foster cooperation between different countries through existing national societies, organizations and colleges of Rheumatology or those to be created on the American continent, and cooperating extensively with international organizations such as EULAR, APLAR, AFLAR and ILAR;
b) encourage the foundation of national societies of Rheumatology in such countries where they do not exist and promote its affiliation to PANLAR where they exist;
c) promote the educational activities and organize in conjunction with the national societies the Pan American Congress of Rheumatology as well as to promote national or regional meetings;
d) promote the educational activities and research of the PANLAR study groups.
e) support scientific and educational activities which are in line with PANLAR’s objectives
f) encourage publication and dissemination of the scientific proceedings of such meetings;
g) develop new channels of communication among the member societies
h) stimulate scientific research into all aspects of the aims of PANLAR;
i) establish and maintain contact with the regional offices of international organizations which support the development, research and education in the field of Rheumatology;.
3.1 PANLAR shall be an association of national scientific or medical societies/colleges/associations interested in and concerned with the aims stated previously in Article 2. The term “society” will herein be used as a representative term.
3.2 PANLAR shall be composed of national rheumatology societies, associations and colleges, one from each country in North, Central and South America and the Caribbean, the purposes of which are consistent with one of the following objectives:
a) Each national rheumatology society should hold scientific meetings at least annually.
b) Each society should have By-laws that include requirements for the election of officers.
c) Each society shall submit a report to PANLAR at least once each year with information regarding scientific activities, programs, officers and membership. This report shall be submitted to the Secretary General.
3.3 A national organization should submit an application for affiliation to PANLAR in writing to the Secretary General. Provisional affiliation shall be granted by the Executive Committee of PANLAR subject to ratification by the next ensuing meeting of the General Assembly of PANLAR. All organizations affiliated to PANLAR shall, by virtue of that affiliation, also be affiliated to ILAR subject to ratification in accordance with the Constitution and By-Laws of ILAR.
3.4 An affiliated PANLAR society can be excluded if the organization fails to abide by the terms of the By-Laws of PANLAR. A motion for disaffiliation shall require adoption by the General Assembly of PANLAR with the support of 2/3 of votes.
3.5 As a mark of ad honorem distinction, individuals who have rendered outstanding service to the accomplishment of the objectives of PANLAR may be elected as Honorary Members. Nomination of candidates for Honorary Membership may be made only by the national societies. Criteria for nomination are listed in the Policy and Procedure Manual of PANLAR. Such nominations should be submitted to the Executive Committee in writing 3 months prior to the GA meeting. Election to Honorary Membership shall normally be carried out by the General Assembly of PANLAR.
ARTICLE 4 – FUNDS
4.1 Funds required by PANLAR shall be raised by annual dues from affiliated organizations and from any activities relative to the aims of the organization. Funds may be augmented by income derived from investments, properties, and trusts held in the name of PANLAR or donations made to PANLAR.
4.2 PANLAR shall be empowered to solicit and accept contributions or financial or other support from any individual or organization. Any action taken shall require review by the Finance Committee and if conflict of interest concerns are raised, by the Governance Committee with ratification by the Executive Committee.
4.3 The Treasurer of PANLAR shall present to each ordinary meeting of the General Assembly any proposition concerning the annual dues to be paid. Approval will be considered when the agreement of the majority of affiliated societies is achieved.
4.4 The Treasurer of PANLAR will be responsible for sending to each affiliated national society an account and statement in January of each year. This must be paid within the year. If a national society can not pay the minimum amount expected of each national society, written notice should be sent to the Treasurer and the request will be reviewed by the Executive Committee.
4.5 If an affiliated organization has not paid its dues within twelve months after December 31 of any year, then the right of the Delegate representing that organization to vote at meetings of the General Assembly of PANLAR shall be suspended for as long as the payment remains in arrears. If dues have not been paid within two calendar years of the due date, affiliation with PANLAR of the national organization concerned shall be suspended, except if the Board of Directors finds reasons to explain the situation.
4.6 The financial year of PANLAR shall be one calendar year.
4.7 The Executive Committee shall be empowered to regulate the detailed administration of the common expenses of PANLAR.
4.8 The Board of Directors shall be empowered to regulate the administration of the funds of PANLAR, on the advice of the Finance Committee.
4.9 The income and property of PANLAR shall be applied solely towards the promotion of the objectives of PANLAR as set out in this Constitution and By-Laws. No portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit to individual members of organizations affiliated to PANLAR; nothing shall prevent the payment in good faith of reasonable and proper remuneration and authorized out-of-pocket expenses to any employee or servant of PANLAR in return for any authorized services actually rendered to PANLAR. No officer or other individual member of an organization affiliated to PANLAR shall be appointed to any salaried employment within PANLAR or to any officer of PANLAR. No remuneration or other benefit in money or similar remuneration shall be given by PANLAR to any officer or other individual member of an affiliated organization except by way of repayment of authorized out-of-pocket expenses.
ARTICLE 5 – GENERAL ASSEMBLY
5.1 The General Assembly will consist of the Board of Directors, plus one Delegate and an Alternate Delegate representing each affiliated national professional organization. All members of the General Assembly shall be entitled to speak at meetings of the Assembly.
5.2 Immediately before each meeting of the General Assembly the Delegates and Alternate Delegates shall be required to present their credentials to the Secretary General in the form of a written authorization issued by an officer of their national organization. On receipt of credentials the Executive Secretariat shall issue one voting card to each Delegate or to his deputy in his absence.
5.3 An ordinary meeting of the General Assembly shall be held at least once in every calendar year. An ordinary meeting of the General Assembly shall be convened on the occasion of each PANLAR Congress or American College of Rheumatology (ACR) Annual Meeting as well as other times that the Board of Directors deems appropriate. The Secretary General shall be required to give at least three months notice of any meeting of the General Assembly by email/letter sent to each affiliated national society. The final agenda will be determined at least one month before the date of the meeting.
5.4 The following business shall be transacted at an ordinary meeting of the General Assembly:
a) reports from the President, Secretary General and Treasurer of PANLAR on the activities of PANLAR and its Board of Directors;
b) ratification of the recommendations of the Board of Directors, including decisions with regard to annual dues to be paid in ensuing years;
c) consideration for applications for affiliation from national organizations;
d) election for regional representatives of the Board of Directors and one pediatric rheumatologist;
e) selection of place and date from candidate cities approved by the Board of Directors for the next PANLAR Congress;
f) appointment of persons to serve in Standing Committees;
g) election of candidates for Honorary Membership;
h) consider the actions appropriate to a motion proposing amendment to this Constitution and By-Laws.
5.5 An extraordinary meeting of the General Assembly shall be convened if not less than one-third of the Delegates to the General Assembly with the right to vote so request. Notice of meetings and agenda will be communicated as stated in Article 5.3.
5.6 The Delegate from a national society may move formal resolutions at any meeting of the General Assembly of PANLAR provided that, not less than three months before the date of the meeting, due notice is given in writing to the Executive Secretariat together with a copy of such proposals, so that copies may be sent immediately to each affiliated organization.
5.7 With the exception of business enumerated in Articles 5.4 and 5.6, all business transacted at a General Meeting shall be deemed special and shall thus not be raised without due notice. Other issues may be introduced as new business during the meeting. No vote shall be taken unless at least half plus one of the Delegates are present and the Chairman of the Meeting considers the matter to be of exceptional urgency and importance.
5.8 For all purposes other than those specified in Articles 5.7 and 10.3 of this Constitution and By-Laws, a quorum for the General Assembly shall exist when at least one-third of the members are present and there is at least one delegate of a national society current in its payments from each geographical area. All decisions and elections of the General Assembly shall be determined by simple majority vote unless otherwise specified by this Constitution and By-Laws. Each member of the Board of Directors shall have one vote. Each Delegate from a national society current in their payments shall also have one vote. Alternate Delegates shall not be entitled to vote unless their Delegate is absent and they are in possession of the accredited voting card for the national society concerned. Proxy voting shall be allowed provided the national organization has given written notice of the inability of its Delegate or Alternate Delegate to attend the meeting. In such cases a Proxy Voting Card shall be issued to the person nominated by the national organization concerned. In the event of a tie in votes, a vote by the Chairman of the meeting shall decide. Voting shall be by secret ballot if any member of the General Assembly so requests. In the event of a tie when votes are given in writing, the motion shall be voted upon once more and, if necessary, an extra vote by the Chair of the meeting shall decide the issue.
ARTICLE 6 – AUDIT FUNCTION
6.1 The Audit Function shall consist of two auditors who shall not be members of the General Assembly of PANLAR. The auditors shall examine the account and shall submit a written report of their findings to the General Assembly.
6.2 A trust company may be appointed to take over the Audit Function.
ARTICLE 7 – OFFICERS
7.1 The PANLAR officers shall be the President, the President Elect, the Secretary General, and the Treasurer.
7.2 The vacancy for the office of President will be filled by the President Elect and the vacancy for the President Elect can be filled by the Secretary General. The other vacancies will be filled by the regional representatives in accordance with the geographical areas.
7.3 The President:
a. will serve for a two year non-renewable term. If the President has already served 49% of a presidential term, because he/she completed the term of a previous unfilled presidential term, he/she is not eligible to be President;
b. will preside at all meetings of the Executive Committee, Board of Directors and the General Assembly. In his/her absence, the Secretary General or another member of the Executive Committee will preside;
c. can serve on the PANLAR Board of Directors for a maximum of 12 years;
d. will coordinate and supervise all activities developed by PANLAR.
7.4 The President Elect:
a. will perform the office of President in his/her absence or in the case of illness;
b. will be selected by the Board of Directors and approved by the General Assembly;
c. must have a minimum of 2 years of service on the Board;
d. must be from a different region than the President;
e. serves a two year term, not renewable.
7.5 The Secretary General:
a. will serve for a period of two years; renewable once;
b. will be proposed by the Board of Directors, approved by the General Assembly;
c. must have a minimum of 2 years of service on the Board;
d. can be proposed for President Elect, but this is not automatic;
e. shall attend all meetings of the Executive Committee, the Board of Directors and the General Assembly;
f. shall be responsible for the minutes of the proceedings of each meeting and shall distribute copies for all participants and interested members or organizations;
g. shall notify national organizations of their affiliation to PANLAR;
h. shall notify members of their appointments to committees;
i. shall notify affiliated societies and the Board of Directors of the dates, places and other details concerning meetings and congresses;
j. shall communicate in writing immediately after the election with the members of committees, notifying them of their responsibilities to PANLAR;
k. shall give an annual report as specified by the President.
7.6 The Treasurer:
a. shall be proposed by the Board and approved by the General Assembly;
b. shall have a minimum of 2 years of service on the Board;
c. shall serve a two year term, renewable once;
d. can be proposed for President Elect, but this is not automatic;
e. shall oversee all moneys and other property and assets belonging to PANLAR;
f. shall enforce the collection of dues from the affiliated societies of PANLAR;
g. shall submit a statement of accounts and a balance sheet to the affiliated societies and the Executive Committee not later than April first of each year;
h. shall render a statement of accounts at any meeting of the General Assembly, and the Executive Committee.
ARTICLE 8 – EXECUTIVE COMMITTEE
8.1 The Executive Committee of PANLAR shall consist of the Officers, and the immediate Past President of PANLAR.
8.2 Meetings of the Executive Committee shall take place on the occasion of each PANLAR, ACR and EULAR Congress. Additional meetings may be called at any time upon the request of the President or the majority of the members of the Executive Committee. A meeting of the Executive Committee shall be held at least once every calendar year.
8.3 A quorum shall be deemed to exist for the Executive Committee when at least one half of the members are present. Resolutions may be passed by a simple majority of votes polled. In the event of a tie the Chairman of the meeting may exercise an additional casting vote to decide.
8.4 The Executive Committee shall discharge day-to-day business and represent PANLAR with respect to third parties to the extent that nothing to the contrary is required by law or this Constitution and By-Laws. In particular the Executive Committee shall be responsible for the direction of the activities of the Executive Secretariat.
8.5 All acts and decisions of the Executive Committee shall be reported for ratification by the Board of Directors.
ARTICLE 9 – THE BOARD OF DIRECTORS
9.1 The Board of Directors of PANLAR will consist of: the President, the President Elect, the Secretary General, the Treasurer and the immediate Past President, as well as two representatives from each of four geographical regions of PANLAR, and one pediatric rheumatologist. The Northern region will consist of Canada, U.S.A., and Mexico. The Central region will consist of Guatemala, Cuba, Honduras, El Salvador, Nicaragua, Costa Rica, Dominican Republic, and Panama. The Bolivarian region will consist of Colombia, Venezuela, Ecuador, Peru, and Bolivia. The Southern region will consist of Argentina, Brazil, Chile, Paraguay, and Uruguay. New member countries shall be included in their corresponding geographical region. Members of the Executive Committee will be elected by the Board of Directors. The regional representatives and the pediatric rheumatologist will be elected by the General Assembly. Officers will be elected by the Board of Directors.
9.2 The Regional Representatives and the pediatric rheumatologist.
a) serve on the Board of Directors for a period of four years which can be renewed once every two years;
b) are proposed by the national societies, and elected by the General Assembly;
c) the national societies must select candidates of high quality and with leadership potential;
d) must have a complete application submitted to the Governance Committee at a minimum of 6 months in advance. The application requirements are available in the Policies and Procedures Manual of PANLAR, but at a minimum includes: a curriculum vitae, a completed questionnaire, and a personal statement;
e) The Governance Committee reviews all the applications for completeness, and presents the slate of candidates to the General Assembly for consideration. An otherwise qualified candidate can be excluded from the final slate of candidates if required paperwork is missing.
9.3 Meetings of the Board of Directors shall take place on the occasion of each PANLAR and ACR Congress and/or the annual meeting of the European League Against Rheumatism (EULAR), at least twice a year with at least one face-to-face meeting. Additional meetings may be called at any time upon the request of the Executive Committee. A Board meeting will be held at least once every calendar year.
9.4 There should be at least one meeting per month through the electronic media.
9.5 A quorum shall be deemed to exist for the Board of Directors when at least half plus one of the members are present. Resolutions may be passed by a simple majority of votes polled. In the event of a tie the Chairman of the meeting may exercise an additional casting vote to decide.
9.6 All acts and decisions of the Board of Directors shall be reported for ratification at the next meeting of the General Assembly.
ARTICLE 10 – THE CONSTITUTION AND BY-LAWS
10.1 The Board of Directors shall have the power to make, vary, and repeal Regulation for the conduct of the general affairs of PANLAR, its officers and servants, and for the dispatch of the business of PANLAR but so that no such Regulations shall be of effect if and so far as they are inconsistent with the provisions of this Constitution and By-Laws.
10.2 On the occasion of the adoption of this Constitution and By-Laws and at other times considered to be exceptional circumstances the particular prerogatives or powers specifically delegated or assigned to individuals, officers, or governing bodies of PANLAR may be assumed by the Board of Directors of PANLAR.
10.3 Notice of any amendment to this Constitution and By-Laws by the Board of Directors shall be sent to the Executive Secretariat not less than three months before the next ensuing ordinary meeting of the General Assembly. The substance of any such proposal shall appear on the Agenda of the said meeting in the form of a motion, and in such form it shall be circulated to all national societies at least three months before the said meeting. The precise wording of the motion to be discussed and considered need not be circulated until not less than fourteen days before the meeting. The quorum for such motions shall be two thirds of the accredited votes entitled to be polled under the terms of Article 5.8 of this Constitution and By-Laws. The motion shall be decided by a simple majority of accredited votes polled in accordance with these provisions. If a quorum shall not be present, the Executive Committee shall be empowered to conduct an electronic ballot on the motion. The notice of ballot shall specify the period being not less than one month from the date of the notice, within which Delegates of each national society shall be required to cast their votes. No addition or alteration shall be made to the provisions of Articles 4.9 and 10.4 hereof, nor shall any material alteration be made to Article 2.
10.4 A motion to dissolve PANLAR must be ratified by the General Assembly with a twothirds majority of the votes polled. The corresponding resolution shall then be submitted to an electronic ballot in accordance with the provisions of Article 10.3. Upon dissolution of PANLAR any assets still existing shall be transferred to the International League Against Rheumatism (ILAR) or, if this no longer exists, to such institutions with the same or similar aims as that of PANLAR. If ILAR no longer exists and no body or bodies be specified by the resolution and no national organizations conforming to the requirements of this Article, then the said property of PANLAR shall be transferred to such body or bodies as may be determined by an international court of arbitration.
ARTICLE 11 – RHEUMATOLOGY CONGRESS
11.1 PANLAR will organize a Pan American Rheumatology Congress at least once every two years.
11.2 Candidate sites for the future Congress shall be approved by the Board of Directors prior to their submission to the General Assembly. The venue will be selected by the General Assembly by a simple majority of the votes polled.
11.3 The President and Treasurer of PANLAR will be automatic members of the Organizing Committee of the forthcoming Congress.
ARTICLE 12 – STANDING COMMITTEES
12.1 Governance Committee. The Governance Committee will ensure that the conduct of the General Assembly, Board of Directors, Executive Committee and Standing Committees follow the spirit and rules of this Constitution and By-laws. The Chair of the Committee is the President. The Committee will be composed of the President Elect, and at least 2 other members of the Board of Directors. Its role is to:
a. review the nominations of future Board members
b. review the efficacy and effectiveness of the Board as a whole
c. review the efficacy and effectiveness of each Board member
d. review conflicts of interest of Board members
e. carry out elections of PANLAR authorities.
12.2 Finance Committee. The Finance Committee is primarily responsible for the financial transactions and solvency of PANLAR. The Committee will be composed of the Chair (Treasurer), and at least 2 other members of the Board of Directors. Its role is to:
a. provide oversight of the financial transactions of PANLAR, and to supervise the audit
b. propose the budget
c. determine the member dues.
12.3 Communications and Marketing Committee. The Communications and Marketing Committee is primarily responsible for the communications of PANLAR. The Committee will be composed of the Chair (Secretary General), and at least 2 other members of the Board of Directors. Its role is to:
a. oversee all communications of PANLAR, the website, the PANLAR bulletin, and the official journal of PANLAR
b. direct communications as it relates to corporate relations
12.4 The Education and Scientific Advisory Committee is primarily responsible for the oversight of the PANLAR Congress and Study Groups. The Committee will be composed of the immediate Past President and 2 other Board Members. Its role is to:
a. provide oversight to the PANLAR Congresses to ensure scientific excellence and integrity
b. provide oversight to the study groups to ensure the integrity of the function
c. oversee the PANLAR grants and awards
d. recognition to Masters of Pan American Rheumatology will be carried out by the Education and Scientific Advisory Committee.
Approved at the PANLAR General Assembly held in San Diego, California (USA), on October 26, 2013.