The name of this organization is the International Society for Hepatic Sinusoid Research (hereinafter abbreviated as ISHSR).

The primary purpose of the ISHSR is to promote education, basic and translational research on the cells of hepatic sinusoid and liver parenchymal cells including cross-talk among these cell types in health and disease during an entire life span.

• Section 1. The ISHSR consists of regular members, student/trainee members, and honorary members.

• Section 2. Regular Members.

Any person, who is interested in and/or is engaged in research and education in the field defined above under Article II, shall be eligible for election to regular membership in the ISHSR. A regular member may attend and participate in the business meetings of the ISHSR and is entitled to one vote.

• Section 3. Student/Trainee Members.

Any person who is engaged as a full-time graduate student or trainee in a recognized university program, and is involved in research and education I the field defined above under Article II, shall be eligible for election to student/trainee membership in the ISHSR. A student/trainee member may attend and participate in the business meetings of the ISHSR, and shall have the right to vote.

• Section 4. Honorary Members.

On approval by the Council, individuals who have distinguished themselves by outstanding contributions in the field of the cells of hepatic sinusoid may be elected to honorary members of the ISHSR. Honorary members may attend and participate in the business meetings of the ISHSR, and have the right to vote.

• Section 5. Membership Application.

Anyone who is interested in joining ISHSR, can apply for its membership by submitting the application form on-line or via Fax or e-mail and by paying the annual due on-line or at the society scientific meeting. The nomination for the honorary member shall be made by a Council member, evaluated and approved by a two-third majority positive vote of the Council.

• Section 1. Council.

The management of the ISHSR shall be vested in its Council with powers of direction, consisting of the President, President-Elect, immediate Past-President, Secretary who will also fulfill the role of Treasurer, and three to four additional Councilors elected by the members’ vote. The terms of President, President –Elect shall be two years or whatever the period between two consecutive ISHSR society meetings if they do not take place biennially. A post who assumes the role both Secretary/Treasurer shall be appointed every 4 years. The terms of three to four additional elected Councilors who each represent distinct areas of liver sinusoidal cell biology, shall not exceed 4 years. Officers including Councilors will serve only one term for each post except for Secretary/Treasurer who can serve multiple terms if elected. Those who served the post of Councilors and Secretary/Treasurer, may be nominated and elected for President-Elect. All terms of the office shall begin at the closure of the biennial ISHSR regular meeting. The Council, by a majority vote of its remaining qualified members, shall fill any interim vacancy in the office of the President-Elect, the Secretary, the Treasurer, and may fill a vacancy of a Councilor. The term of office of a person elected to fill an interim vacancy shall expire following the tally of a valid regular ballot to elect a successor.

• Section 2. President.

The President shall assume ultimate responsibilities to organize and host a successful biennial symposium for ISHSR. He/she shall appoint a local organizing committee to achieve this goal. He/she shall preside at all meetings of the Council and business meetings of the ISHSR, and shall be an ex-officio member of all standing committees. The President, after consultation with the Council, shall appoint members of the standing committees.

• Section 3. President-Elect.

The President-Elect shall undertake duties as may be delegated by the President. The President-Elect shall become the next President of ISHSR after completion of the regular term as the President-Elect. In the President’s absence for whatever the reason may be, the President-Elect shall have all of the powers and perform all of the duties of the President. Any service as an interim president of ISHSR shall not reduce the term of the President-Elect as the next regular President of ISHSR.

• Section 4. Secretary/Treasurer.

The Secretary/Treasurer (Secretary) shall give bond to the Society, if required by the Council, for the faithful performance of his/her duties. He/she shall have custody of all documents and papers belonging to ISHSR and shall safely keep the same, and disburse the orders and rules of the Council. He/she shall have co-custody of a bank account to meet the day-to-day operational expenses of the Society. He/she shall have custody of all monies, debts, obligations, contracts, and other property belonging to ISHSR and shall safely keep the same, and shall collect all properties and all monies from time to time due and owing to ISHSR. He/she shall also keep the complete member roster list and will verify at least annually the status of each member. He/she shall assume a responsibility of providing required tax information to the ISHSR -approved Certified Public Accountant for annual filing for the Internal Revenue Service. The Secretary also gives notice of all meetings, send out the various customary mailings to the membership, and shall inform the membership whatever the President or Council desires. The Secretary shall keep a complete ISHSR member roster and the minutes of the Council and of business meetings of ISHSR. In the Secretary’s absence, the President shall appoint a temporary secretary to fulfill the above duties.

• Section 5. Nomination and Election of Officers and Councilors.

Nomination for all Officers and Councilors of the ISHSR will be obtained by mail, fax, or e-mail on or before April 1 by requesting the membership to propose nominees. The request for nominations will be sent to all ISHSR members via e-mail approximately one month prior to the April 1 deadline. The Council will select top 2~3 nominees for the ballot for President-elect and Councilors based on the number of nomination received and geographical and field representation. The latter consideration is to assure balanced representation by three world regions (Asia and Oceania, American Continent, Europe and Scandinavia) and research areas of different non-parenchymal liver cell types. Election for each post will take place electronically by May 1st. The first ISHSR officer nomination and election may not follow the above schedule.

• Section 1. Management of the ISHSR.

The property and affairs of the ISHSR shall be managed and conducted by the Council with powers of directors. The members of the Council shall serve without compensation and shall be called Councilors.

• Section 2. Meetings.

At least one regular meeting of the Council shall be held during each biennial ISHSR meeting. Additional meetings of the Council may be held as the needs of the ISHSR require, or called by the President or any three members of the Council.

• Section 3. Quorum.

A two third majority of the Council shall constitute a quorum for the Council meeting. A majority vote of Councilors in attendance with each entitled to one vote, shall decide any agenda item brought before the Council. In the event of a tie vote, the President shall then be entitled to two votes.

• Section 1. Standing Committees.

Standing committees and their chairs shall be appointed by the President in consultation with the Council.The term of all standing committee members, except as otherwise provided elsewhere, shall be four years.The President shall be an ex-officio member of all committees. Guidelines for committee operation and recommendations made by committees shall be approved by Council. The President, in consultation with Council and upon recommendation and evidence submitted by the Committee Chair or members, will be empowered to terminate at nay time the term of committee members failing to fulfill their duties.

• Section 1. Annual Dues.

Dues for members shall be proposed by the Council but shall be determined by majority vote of those voting at the biennial business meeting of the ISHSR. Dues shall be paid by January 1 for the current fiscal year and shall be in arrears on April 1.

• Section 2. Nonpayment of Dues.

Any members whose due are one year in arrears shall become an inactive member of the ISHSR, and will be notified by the Secretary.

• Section 3. Honorary Members.

Honorary members are exempted from dues payment.

• Section 1. Biennial ISHSR S Meeting.

The ISHSR shall hold a biennial society meeting for presentation and exchange of scientific information under the organization of the President. The biennial schedule may be subjected to a change due to a certain circumstance which the Council determines by two-thirds vote to be a fully justified reason for such change. The time, place, and outline of the meeting shall be decided at least 24 months in advance and presented by the President-Elect at the business meeting of the preceding ISHSR biennial meeting. The President shall assume a responsibility of securing adequate financial resources in advance to successfully host the meeting.

• Section 2. Additional Meetings.

Additional smaller scientific meetings (mini-symposia, workshops) shall be organized and hosted by the President, a member designated by the President, or a Council member upon approval of the Council.

• Section 3. Quorum for Business Meeting.

At all business meetings of the ISHSR, 40 regular members, present in person and entitled to vote, shall constitute a quorum. No member shall cast a ballot by proxy at any business meeting.

• Section 4. Parliamentary Authority.

The rules contained in Robert’s Rules of Order, Revised, shall govern the conduct of the business meetings of the ISHSR in all cases to which they are applicable and in which they are not inconsistent with the by-laws or special rules of order of the ISHSR.

• Section 1. Prohibitions.

Notwithstanding any provision of these by laws which might be susceptible to contrary interpretation:

1. The Society is organized and operated exclusively for scientific and educational purposes.
2. No part of the net earnings of the ISHSR shall accrue to the personal benefit of any member except as provided by the ISHSR awards.
3. No substantial part of the activities of the ISHSR shall consist of carrying on propaganda, or otherwise attempting to influence local, state, or national legislation, except with respect to science policy or to other special issues such as the obligations to perform biological experimental studies. The ISHSR shall not participate in or intervene in any campaign of any candidate for government public office.
4. The ISHSR is not organized for, nor is it to be operated for profit.
5. The membership list of the ISHSR shall not be supplied to anyone for any purpose except as provided under Article VIII, Section 1 and 2, or except as specifically provided by Council.

• Section 2. Fiscal Year.

The fiscal year of the Society shall end with the 31^st day of December of each year.

• Section 3. Audit.

All statements of net assets and related statements of income, expenditures, fund capital, and liabilities shall be audited annually in accord with the XXXXX. The audit will be made annually by the Council.

• Section 4. Operations Manual.

The Secretary of the Society shall maintain an operation manual providing outlines of procedures found useful by the Council and Committees of the Society.

• Section 1. Amendments.

These by-laws may be amended, altered or repealed at any business meeting of the ISHSR members by a vote of two-thirds (2/3) of the regular members in attendance or by mail (email, fax) ballot of the ISHSR members, provided notice of the proposed repeal, alteration or amendment, with a statement of the substance thereof and of the Articles to be affected thereby, is given in the call for the meeting. Approved by-law changes will be added to the published by-laws.

Upon dissolution of the corporation, the remaining assets will be exclusively used for exempt purposes, as defined by Section 501©(3) of the Internal Revenue Code.