IPALA

As outlined in the Articles of Incorporation, the name of the Association shall be changed from the International Pediatric Chairs Association to the International Pediatric Academic Leaders Association (IPALA) to recognize the involvement of the breadth of pediatric academic leaders who wish to be involved in the organization.

Article 2

PURPOSES

The IPALA is an organization of academic leaders in pediatrics who function collaboratively and with partners to advance the health of children and youth through the fostering of excellence in education, research and clinical practice in the field of pediatrics and child health. We will build strength of purpose through:

1. Creating a forum to exchange ideas (meetings, on-line forums)
2. Enhancing collegiality, respecting and valuing the multiple roles undertaken by pediatric leaders;
3. Mentoring, facilitating and catalyzing leadership in pediatrics and child health;
4. Supporting training in advocacy for child health;
5. Developing and advocating for appropriate standards of education and training in child health;
6. Emphasizing within training the social determinants and public health aspects of child and youth health;
7. Strengthening research training and research programs that focus o the health priorities of the community;
8. Enhancing academic health systems and academic child health infrastructure at country and regional levels;
9. Promoting skills for acquiring and using evidence based practices and programs in child and youth health;
10. Sharing and promoting best educational practice that is contextually and culturally relevant;
11. Contributing to academic physician workforce planning models;
12. Promoting the professional development of pediatric leaders.

Article 3

MEMBERSHIP

3.1 The Membership shall be individuals who are currently or have in the past had a significant leadership role in academic pediatrics (e.g. department head/chair/professor, education program director, research director) and are committed to advancement of academic pediatrics globally in support of improving the health of newborns, children and youth.

3.2. Applications for membership shall be submitted to the Executive Director for review and approval by the executive Committee of IPALA on recommendation of the membership committee of the Governing Council. The membership committee will establish terms of reference, criteria for membership and procedures for reviewing membership applications. The terms of reference of the membership committee will be approved by the governing council and may be amended from time to time with the approval of the Governing Council.

3.3. Members shall pay dues according to the guidelines established by the Executive and approved by the Governing Council.

3.4 The Executive may consider subsidy for individual members who are unable to pay dues personally and are not able to have their dues paid by their department or from other sources.

3.5 Non-payment of dues by members for two or more years shall result in automatic suspension of membership.

3.6. Membership may be terminated by the decision of the GC for documented violation of IPALA principles. Such decisions will be documented in writing to the individual involved.

Article 4

GOVERNING COUNCIL

4.1. Governing Council (GC): The responsibility for the policies and activities of the IPCA shall be vested in a Governing Council by the membership.

4.2. The Governing Council will be selected on the basis of six (6) macro-regions. The number of seats for each region is based on a "best fair estimate" related to total population and number of countries with population greater than 1 million within the macro-region. The regional membership on the governing council will be reviewed and adjusted from time to time as required. For the period 2007 to 2013 the total elected seats will be 37, allocated in the following way (see Appendix for country assignment to regions):

Macro Region(Descriptor)		Assigned Seats
Americas (North, Central, South) Africa (North, Sub-Saharan) East Asia, North Asia South Asia South East Asia, Oceania Western/Eastern Europe, Middle East		6 7 6 6 5 7
TOTAL		37

The election for members will be held in the year prior to the tri-annual meeting of the membership. There is no limit on the number of members who can be nominated for the governing council. The Governing Council will establish a nominations committee that will be responsible for supporting and overseeing the nomination and election process. Nominations will be solicited from the regions and the election of GC members will be held within each region with voting done by mail (including postal, e-mail and fax). Candidate information including nominators, brief biography and statement of interest will be sent to each member with the election ballot. All members within a macro-region will vote for the number of seats available to the macro-region with candidates with the most votes being elected to the region.

An individual country can have no more than one (1) member on the Governing Council except where that country has a population greater than 400 million, in which case the country can have 1 member for every 400 million population.

Vacancies on the Governing Council will be filled by taking the candidate within the region that had the next largest number of votes during the previous election. This person will fulfill the term of the vacated person and may stand for re-election. The time served in filling the vacancy will not be counted in relation to calculating the maximum consecutive time that can be served on the Governing Council.

The Governing Council will also appoint a �Local Host� of the IPA sponsoring country where the tri-annual Congress will be held. This person will sit on the Governing Council as a non-voting member for a period of three years and this individual will be appointed to the IPALA Congress Program Committee.

4.3. The Executive Committee will be elected from within the Governing Council and will consist of a President, President-Elect, Past President, Secretary and Treasurer as well as one representative and an alternate from each of the six regions.

4.4. Members of the Executive Committee will sit as voting members of the governing council. Any term served on the Executive Committee will be in addition to the members� term on the Governing Council.

4.5. The President of the IPALA shall preside over all meetings of the Governing Council.

4.6. The Governing Council shall meet in person at the time of the tri-annual meeting and at least annually in person, by teleconference or a combination of both.

4.7. The functions of the Governing Council shall be to:

a) develop, review and approve policies and strategic plans of the IPALA;
b) elect the Executive Officers of the IPALA;
c) establish a membership Committee and receive and approve new members of the IPCA;
d) receive and approve the budget and financial reports of the IPALA;
e) select the representative(s) of the IPALA to other partner organizations including the IPA;
f) establish a Program Committee to plan and implement the educational program in association with the IPA Congress;
g) establish a nominations committee to support recruitment and election of new governing council members;
h) establish other committees or task forces appropriate; and
i) submit an annual report to the membership of IPALA.

4.9. A member of the GC is elected, in the first instance, for a period of 3 years. No elected individual can serve as a regular member of the GC for more than two successive 3-year terms. This does not include persons elected to Executive Offices.

4.10. Members of the EC shall be voting members of the Governing Council.

4.11. The Executive Committee (EC): The EC shall consist of the President, the President-Elect, Past- President, the Secretary, the Treasurer and one member from each of the six World Macro Regions elected by each region. The Executive Director will be a non-voting member of the Executive Committee.

4.12. The functions of the EC shall be to:

(i) carry out the programs and policies of the IPALA as determined by the Governing Council;
(ii) recommend the budget of the IPALA to the GC for approval;
(iii) refer applications from prospective new Members to the GC for approval; and
(iv) exercise such authority as may be delegated by the GC.

Article 5

OFFICERS

5.1. The Officers of IPALA shall be the President, President-Elect, Secretary, Treasurer, and Past President. The Officers must be members in good standing of the IPALA. Once elected as an officer, the officer ceases to be an elected representative of the region, and his/her position will be filled by a member in that region who received the next highest number of votes to those elected to the council.

5.2. The President of the IPALA shall preside at the meetings of the Governing Council and the Executive Committee. The President shall be elected from the Governing Council and will serve a term of three years.

5.3. The President shall continue as Past-President for a term of three years.

5.4. The nominations for President-Elect must be made by at least one member from three of the six regions. Members must be in good standing.

5.5. The President-Elect, after one three-year term, shall take office as the President for one three-year term.

5.6. In the event of the President's temporary or permanent incapacity, the President-Elect shall serve as Acting President for the remaining duration of the period of incapacity. This time shall not be counted in the three-year tenure period as the President.

5.7. The Treasurer will be elected from the Governing Council for a term of three years, renewable once.

5.8 The Treasurer shall be responsible for oversight of all financial activities of the IPALA including the development of an annual budget. The Treasurer will approve all financial commitments and expenditures beyond the Executive Director limit to be defined by the Executive Committee from time to time and within the limits defined for the Treasurer by the Governing Council. The Treasurer will be responsible for ensuring an independently audited financial report is conducted for approval by the Governing Council and distribution to the membership.

5.9. The Secretary will be elected from the Governing Council for a tem of three years, renewable once.

5.10. The Secretary will ensure that appropriate minutes are kept of all meetings of the IPALA and will be responsible for securing historical documents. The Secretary will also be responsible for ensuring appropriate communication with the membership including such items as the Annual Report, web-site development, and newsletters or bulletins.

Article 6

Executive Director

6.1 The Executive Director will be hired by the Executive Committee and will serve for a renewable three year term subject to annual review by the Executive Committee.

6.2 The Executive Director will conduct the business of the IPALA, reporting to the President and through the President to the Executive Committee and Governing Council.

Article 7

SITE OF THE ADMINISTRATIVE OFFICE

7.1. The Executive Committee with consultation to the Governing Council shall decide where the Administrative Office and staff of the IPALA are to be located.

Article 8

AMENDMENTS

8.1. At the meeting of the GC, a proposed amendment may be accepted without change or may be further amended by proposal of the delegates by a vote of at least two-thirds of the Membership present at the meeting.

8.2. Any proposal to amend the Constitution or Schedules shall be sent to the Executive Director in a timely fashion to permit the Executive Director to send this to the GC not later than four months prior to the next meeting and shall appear on the agenda in the form of a motion by a Member or by the EC.

8.3. At the meeting of the GC, a proposed amendment may be accepted without change or may be further amended by proposal of the delegates by a vote of at least two-thirds of the Membership present at the meeting.

Article 9

MEETINGS

9.1. A meeting of the full membership will be held every three years in association with the IPALA tri-annual meeting.</< p>

9.2. Additional meetings of the EC and GC may be called at the discretion of the President and the EC of the IPALA.

9.3. Meetings of the GC and Membership must be convened and a provisional agenda sent to Members at least one month in advance.

9.4. The GC shall meet at the time of each IPALA tri-annual meeting prior to the meeting of the full membership.

9.5. Reports of the President and the Executive Director and the recommendations of the EC and of the GC shall be presented to each member at least one month prior to the meeting of the membership.

9.3. The presence of a majority of EC and GC members shall comprise a quorum for each of the meetings. In case a quorum is not possible due to an unforeseen emergency, the meeting may be adjourned and reconvened. Discussions can proceed but no binding decisions can be made.

9.7. For the membership meeting the members present in person or by teleconference will represent a quorum.

Article 10

VOTING

10.1. A simple majority of Members present in person or by teleconference and voting at the meeting of the membership shall represent a quorum. Proxy voting shall not be allowed. In special circumstances, postal voting (including paper copies of emails and faxes) may be utilized.

10.2. A simple majority of the members on the EC or GC present (in person or by conference call) and voting at the meetings of the EC or GC shall be valid so long as a quorum is present.

10.3. A two-thirds majority of the voting membership shall be required for changing the Bylaws. Change of the Bylaws will only be completed through direct communication (surface or electronic mail).

10.4. In the event that a vote of the membership, Governing Council or Executive is tied, the President shall cast the deciding vote.

Article 11

FINANCIAL STATUS

11.1 The assets and income of the organisation shall be applied solely in furtherance of its above mentioned objects and no portion shall be distributed directly or indirectly to the members of the organisation except as a bonafide compensation for services rendered or expenses incurred on behalf of the organisation.

11.2 In the event of the organisation being dissolved the amount that remains after such dissolution, at the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes which is not carried on for the profit or gain of its individual members.

Article 12

TRANSITION PERIOD

An interim Executive was confirmed at the 2007 meeting of the IPALA. The Interim Executive will remain in office for three years during which time a full membership will be developed, business of the IPALA will be carried out, and preparation made for formal elections to be completed by the annual meeting in 2010. The Interim Executive will solicit volunteers to sit on an Interim Governing Council consisting of members from each of the regions, at least one of whom will sit on the Executive during this three year term.

The Interim Governing Council will dissolve on approval of the bylaws at the annual meeting in 2010. Members of the Interim Governing Council may run for a permanent council position and the time on the Interim Council is not counted as time served. The draft bylaws will be utilized during the transition period and will be formally ratified at the membership meeting in 2010.