A PDF copy of these Bylaws can be downloaded here.
As Proposed November 3, 2014
Section 1.1 Name.
The Association shall be called the International Association of Immunization Managers (“IAIM,” the “Association”).
Section 2.1 Vision.
The International Association of Immunization Managers seeks to form a cadre of national and sub-national immunization program managers who can effectively shape their programs, introduce changes and innovations, and solve problems for improving program performance.
Section 2.2 Goal.
The International Association of Immunization Managers (IAIM) seeks to contribute to the achievement of national, regional, and international immunization goals through fostering forward-thinking and superior management of immunization programs.
Section 2.3 Objectives.
The objectives of IAIM are:
Section 3.1 Eligibility for Membership.
Membership of the Association shall be open to the following individuals, at the discretion of the Governing Council: current immunization managers, former immunization managers, all other persons active in the field of immunization, and all persons who have an interest in immunization and vaccines. Members shall join on their own initiative; they do not need to be invited by current members or sponsors.
Section 3.2 Types of Membership.
The Governing Council shall determine all classes of membership, and the associated rights and privileges. Current classes of membership are as follows:
Immunization Manager Membership.
This category of membership is open to current immunization managers, working in the public or private sector at either the national or sub-national level. Individuals eligible for this membership class include those who are currently responsible for managing the operation of all components of the immunization program at either the national or sub-national level, or responsible for managing the operations of a single component of the immunization program at the national level. Immunization Manager Members shall have full voting privileges and access to all of the benefits of the Association. All individuals who join as Immunization Manager Members shall not represent any third-party interest, but rather solely their own professional interests and aims.
Immunization Professional Membership.
This category of membership is open to all other staff working for immunization programs within Ministries of Health or other government organizations, as well as physicians, nurses, supply chain logisticians, and other staff working in health facilities (public and private). Immunization Professional Members shall have full voting privileges and access to all of the benefits of the Association. All individuals who join as Immunization Professional Members shall not represent any third-party interest, but rather solely their own professional interests and aims. Immunization Professional Members may only hold office if they have previously been responsible for managing the operation of all components of the immunization program at the national or sub-national level.
This category of membership is open to representatives of multilaterals (i.e., the World Health Organization), bilaterals, non-profit organizations and universities, as well as any other health professional not employed by a for-profit company or institution. Associate Members may only hold office if they have previously been responsible for managing the operation of all components of the immunization program at the national or sub-national level. Associate Members who are elected to hold office have the right to vote during their term of office. All Associate Members shall be able to attend meetings and events. All individuals who join as Associate Members shall not represent any third-party interest, but rather solely their own professional interests and aims.
Section 3.3 Duration of Membership.
Memberships must be renewed on an annual basis. Members who do not renew their membership are no longer considered to be members. Membership shall also terminate by death, voluntary withdrawal or revocation of membership. Upon termination of membership, all rights and privileges shall cease. Membership is not transferable from one individual or entity to another individual or entity.
Section 3.4 Withdrawal and Revocation of Membership.
All members may withdraw from membership in the Association. Members will not receive a refund of their dues upon withdrawal.
Members may have their membership revoked if provoked by sufficient cause. Failure to pay dues shall constitute sufficient cause, though members may automatically reinstate their membership by paying all dues in arrears. Other sufficient cause may include violating the Association Bylaws or otherwise acting against the best interests of the Association. All members shall receive written notice before their membership is terminated. If a member wishes to contest his/her membership termination, he/she has 3 weeks to contact the Governing Council President in writing to express why he/she should not have membership revoked. The Governing Council must respond in writing with a decision within 3 weeks.
Appropriate use of IAIM Name and Logo.
Members and partners of the Association shall not use the name, logo, or other trademarks of the Association in a press release, advertising, publicity, or promotional activity without the prior written consent of the IAIM Secretariat. The unauthorized use of the IAIM name and logo may constitute sufficient cause for membership revocation.
Appropriate use of IAIM Networks.
The Association is intended as a forum for immunization managers and other professionals to share experiences, increase learning, and contribute to the global immunization dialogue. Members shall not use the Association as a forum for the promotion of products or services, or as a platform for lobbying or political campaigning. Such activities may constitute sufficient cause for membership revocation.
Section 3.5 Dues.
The dues structure shall be assessed annually according to type of membership and the amounts stipulated by the Governing Council. Members shall pay annual dues according to the type of membership.
Section 3.6 Voting Procedures.
All Immunization Manager Members of the Association are permitted to vote at IAIM Conferences and at any other time when issues may arise for a vote of the Association. Immunization Manager Members who do not renew their membership are no longer eligible to vote.
Voting may be completed in person or by absentee ballot. Proxy votes are not permitted.
All Immunization Manager and Professional Members attending the IAIM Conference shall be entitled to vote. For each motion, members shall receive one vote. The vote shall be conducted and the ballots counted in a manner determined by the Governing Council. Information related to all voting matters shall be made available to members prior to the vote.
Absentee ballots shall be made available to all Immunization Manager and Professional Members on the Association website. Notice of posted ballots and instructions for completing ballots shall be sent to all Immunization Manager and Professional Members at least thirty (30) days in advance of the IAIM Conference. Additional acceptable forms of absentee ballots include emailed, faxed, or other methods as instructed. Faxed ballots are to be sent to the office of the IAIM Secretariat. Immunization Manager Members may not cast both absentee ballots and in-person ballots on any voting issue.
Should members face any difficulties in casting their ballots, they must contact the IAIM Secretariat at least seven (7) days in advance of the vote to resolve the issue. Late ballots (those which arrive after the vote has been held) shall not be accepted.
Quorum to conduct Official Business During Meetings of the Association.
A quorum to conduct official business shall be constituted by no less than fifty percent (50%) of voting members of the Association, including those who have cast absentee ballots.
Voting Outside the Meetings of the Association.
For any situations where voting takes place outside of the meetings of the Association, the membership will be requested to vote using the acceptable absentee voting methods to cast their ballot. A quorum shall be constituted by no less than fifty percent (50%) of voting members of the Association. Proposed motions shall be adopted with an affirmative vote of a simple majority of voters.
Section 4.1 Authority.
The IAIM Governing Council (“Council”) shall actively promote the purposes and objectives of the Association, operating in accordance with these Bylaws, and shall administer and implement the Association’s programs and policies. Members of the IAIM Governing Council are elected by the Membership and accountable to the members of the Association. Until the end of the five-year period covered within the grant to establish this Association, the Governing Council shall also be accountable to the Sabin Vaccine Institute.
Section 4.2 Composition.
The Governing Council shall consist of thirteen (13) individuals, elected from the membership and in good standing with the Association. Eligible members include those who are currently or were previously responsible for managing the operation of all components of the immunization program at the national or sub-national level. The Officers of the Council shall consist of the President, the Vice President, the Secretary, and the Treasurer. The remaining Council Members (‘Councilors’) shall consist of nine (9) other eligible individuals elected as described above in this section. Efforts will be made to ensure that the Governing Council provides appropriate representation of members from all geographic regions, as well as gender balance..
Section 4.3 Terms of Reference.
The Governing Council shall be the governing body of the Association responsible for pursuing the vision, goal and objectives of the Association. The Governing Council shall exercise the following powers:
a) Work to further the objectives of the International Association of Immunization Managers: by developing a neutral platform for immunization managers and immunization professionals to discuss best immunization practices; by developing international and regional networks of immunization program managers and other immunization professionals; to develop leadership and technical skills within the immunization manager community; and to promote the benefits of immunization with governments and other stakeholders
b) Develop long-term strategic plans for the Association in conjunction with the IAIM Secretariat
c) Actively recruit members for the Association
d) Uphold the IAIM Bylaws
e) Propose amendments to the IAIM Bylaws, as needed, to be voted on by the members at IAIM Conferences
f) Provide guidance of time and place and content of IAIM Conference and Regional Meetings
g) Keep written records of all regularly scheduled and special meeting sessions, and make available to general membership the approved minutes of Governing Council meetings
h) Attend all Governing Council Meetings and IAIM Conferences, as well as selected Regional Meetings
i) Develop a report following all IAIM Conferences (the Secretariat will assist)
j) The Council or Officer who attends a Regional Meeting shall develop a report following the meeting (the Secretariat will assist)
k) Approve the establishment of committees and task forces as necessary, and provide oversight and counsel to committee chairs and members
l) Establish relationships with other stakeholders in the field of immunization to support national immunization programs and Association objectives
m) Coordinate all Governing Council activities with the Secretariat of the Association to streamline management
n) Exercise such other powers and functions as may be necessary or desirable in the best interest of the Association, but not in conflict with the Bylaws
o) Abide by the Code of Ethics and disclose all possible conflicts of interest, as defined in the Conflict of Interest Policy
p) Shall not enter into any financial agreements, contracts or other business arrangements on behalf of the Association.
Section 4.4 Attendance at Regular and Special Meetings of the Governing Council, Conferences and Regional Meetings
The Governing Council shall hold two regular meetings per year, one in-person and one by teleconference. In years in which IAIM Conferences take place, the Governing Council shall hold its annual in-person meeting at the site of the IAIM Conference. All in-person meetings shall be scheduled within the first quarter of the calendar year (January-March). Teleconference meetings shall be scheduled within the fourth quarter of the calendar year (October-December).
Quorum for transaction of business by the Governing Council shall consist of the Officers of the Governing Council plus at least five (5) of the Governing Council Members.
Governing Council Members may also call special meetings, as needed. In case of a special meeting where a vote is required, a 7-day notice of the meeting and the meeting agenda is satisfactory. Any Governing Council member can motion to suggest a special meeting; however only the President (or his/her designee) has the authority to call such meetings. Attendance may be by conference call or any electronic means of communication.
A quorum is constituted by all Officers of the Governing Council plus at least five (5) additional Governing Council Members.
All Councilors shall be expected to participate in IAIM Conferences.
All Councilors shall be expected to attend selected Regional Meetings, preferably within their respective regions.
Section 4.5 Nominations, Elections and Voting Procedures
Calls for nominations of candidates to serve on the Governing Council shall be sent to the Membership at least one hundred and twenty (120) days in advance of the election, and members must submit nominations at least seventy-five (75) days in advance of the election. Self-nominations are permitted. All members proposed as nominees shall be asked to submit a short resume of their qualifications and experience, as well as signed forms acknowledging the following: their willingness and ability to serve on the Governing Council, their willingness to disclose potential conflicts of interest, their working knowledge of the English language, and their ability to comply with the Association’s Codes of Conduct. The IAIM Secretariat shall prepare the slates of nominees, including brief biographies and general terms of reference of the Governing Council, and share these with the membership at least thirty (30) days prior to the election.
Elections of Governing Council Members shall be conducted in a way which establishes staggered terms of office or rotations. Staggered terms of office shall provide continuity of governance of the Association. The inaugural Governing Council shall be divided, by the method of their choosing, into thirds, or three cohorts of nearly-equal size. The first cohort shall have four (4) Councilors, the second cohort shall have four (4) Councilors, and the third cohort shall have five (5) Councilors.
In the first election, held at the Inaugural IAIM Conference in 2015, thirteen (13) Governing Council Members shall be elected. All members of this first elected Council shall serve at least two (2) years in office. In the second IAIM Conference held in 2017, the rotation process will begin. The first cohort of four Councilors shall step down, and elections shall be held for those four seats. In 2018, the second cohort of Councilors, who have served three (3) years, shall step down, and elections shall be held for those four seats. In 2019, the remaining cohort of Councilors elected at the inaugural IAIM Conference (2015), who have served four (4) years, shall step down, and elections shall be held for those five seats. At the elections held in 2017, 2018, and 2019, all newly-elected Councilors shall begin terms of office of three (3) years. Subsequent elections shall be held annually, and all Governing Council Members shall serve three (3) year terms of office.
Governing Council Members shall be elected by Immunization Manager and Professional Members who vote in-person or via absentee ballot in the manner described in Section 3.6. With each new election the Councilors can elect, from amongst themselves and in the manner of their choosing, the required new officers as necessary by simple majority vote. The President and Vice President shall not be permitted to rotate out of office during the same year, in order to establish continuity of leadership.
Governing Council nominees in each election should come from regions where Councilors are rotating off of the Governing Council so that the geographic representation of the Council remains equitable. Efforts should also be made to maintain gender balance in the composition of the Governing Council.
Section 4.6 Terms of Office
Terms of Office.
Governing Council Members are elected for three-year terms. Terms of office shall begin at the close of the election in the year in which Councilors are elected and shall terminate at the close of the election in which their respective terms expire. A Governing Council member may be reelected for one additional term after which he/she must stand down for a minimum of one term (i.e., three years) before being eligible to serve another term as a Governing Council member.
Section 4.7 Absences, Vacancies, and Removal of Members
If a Governing Council member is to be absent to a meeting, he/she shall in advance notify the President or Vice President in writing, stating the reason for his/her absence. A Governing Council member may not be absent from three consecutive meetings of any type. If a Councilor misses three consecutive meetings, the President shall ask the Councilor to resign from the Governing Council.
If a vacancy occurs among the members of the Governing Council, the Governing Council, in consultation with the IAIM Secretariat, shall designate a new member who meets eligibility criteria to serve until the next election, at which time this seat will be filled as provided in Section 4.5..
Should any Governing Council Officer or Councilor wish to resign before his/her term of office has ended, he or she shall submit a written notice to the President no less than 90 days in advance of the date when his/her resignation takes effect, except under extenuating circumstances.
Removal from the Governing Council.
Any Councilor or Officer may be removed from the Council (a) if absent for three consecutive meetings (as outlined above), or (b) if such action is deemed to be in the best interests of the Association, or for other just cause. The reason(s) for the removal must be clearly defined and the concerned member must have the opportunity to address the charges in writing within thirty (30) days of being advised of his/her removal. Removal of a Governing Council member or Officer requires a simple majority vote of the Councilors and Officers of the Governing Council..
Section 4.8 Compensation.
No member of the Governing Council shall receive any compensation for his/her services as a Governing Council Officer or Councilor.
Section 5.1 Officer Qualifications.
Eligible members, as defined in Section 4.2, in good standing with the Association – who are currently or were previously responsible for managing the operation of all components of the immunization program at the national level – shall be eligible for nomination and election to the Governing Council. They must submit the appropriate documentation as provided in Section 4.5. All Officers of the Governing Council are the Officers of the Association.
Section 5.2 Officer Nominations.
Members are nominated to the Governing Council as detailed in Section 4.5. Once they successfully win a seat on the Governing Council, they shall nominate and elect from amongst their own membership the Officers of the Governing Council, as also outlined in Section 4.5.
Section 5.3 Number of Officers.
The Association shall have four Officers, who shall be the President, Vice President, Treasurer and Secretary. These officers shall perform the duties necessary to their offices or as prescribed by the IAIM Secretariat, these Bylaws, IAIM guidelines, and the parliamentary authority adopted by the Association. For more detailed Terms of Reference for each Officer, please see Appendix 1.
Section 5.4 President.
The President shall be the chief elected officer of the Association; exercise supervision over executive affairs of the Association, with particular emphasis on financial oversight (in conjunction with the Treasurer) and membership recruitment strategies; preside at all IAIM Conferences, special meetings, and Governing Council Meetings; appoint all committee chairs; and represent or appoint a representative of the Association at meetings of other organizations and at public affairs.
Section 5.5 Vice President.
The Vice President shall have duties as assigned by the President; support the President in overseeing the executive affairs of the Association; act in the absence of the President; work directly with the President to facilitate planning and development and, in concert with the President and Governing Council Members, establish the strategic objectives of the Association. In the event of the President’s temporary or permanent incapacity, the Vice President shall serve as Acting President for the remaining duration of the President’s term.
Section 5.6 Secretary.
The Secretary shall serve to maintain all records and documents of the Association; prepare and sign minutes for all meetings of the Governing Council; record and distribute all resolutions and proceedings of Governing Council meetings to the Association members within 30 days of any meeting; ensure that notices of all meetings are issued; ensure that a register is kept of all members of the Association; serve as the primary Governing Council member responsible for developing IAIM Conference reports.
Section 5.7 Treasurer.
The Treasurer shall serve as the chief financial officer for the Association; oversee the preparation of an annual budget in consultation with the IAIM Secretariat and in accordance with the grant agreement from the Bill & Melinda Gates Foundation; present annual dues recommendations for the Association in consultation with the President.
Section 5.8 Officer Vacancies or Removal.
In the event of a vacancy in any office except that of President, by reason of death, resignation, inability to act, removal, or any other cause, the position shall be filled for the unexpired portion of the term by a Councilor of the Governing Council. The Councilor shall be instated by a simple majority vote of the Governing Council at a regular or special meeting (provided that a quorum is present). If a vacancy occurs in the position of President, it shall be filled for the unexpired portion of the term by the incumbent Vice President. Should vacancies occur in both the positions of President and Vice President simultaneously, the remaining Governing Council Members, in consultation with the IAIM Secretariat, shall elect Councilors to stand as Acting President and Acting Vice-President until the next election. In such a scenario, Councilors shall be drawn from the Immunization Manager Membership, in accordance with Section 4.7, so that the Governing Council remains a body of thirteen (13) members. Efforts will be made to draw new Councilors to the Governing Council so that equitable representation of regions and gender balance are maintained.
Section 6.1 Authority.
The purpose of the IAIM Secretariat is to advance the work of the Governing Council in between the meetings of the Governing Council, and to achieve the milestones outlined in the grant establishing this Association. Upon the discretion of the Governing Council, the IAIM Secretariat can act and exercise authority on behalf of the Governing Council.
Section 6.2 Composition.
The Secretariat of the International Association of Immunization Managers is housed at the Sabin Vaccine Institute in Washington, DC, and is comprised of staff led by the Director of the Secretariat.
Section 6.3 Function.
The IAIM Secretariat shall perform the duties necessary to ensure the daily operation of the Association. The IAIM Secretariat’s functions include management of Association finances, organization of Association Conferences and Regional Meetings, maintenance and management of the Association website, as well as implementation of other Association activities as directed by the Governing Council or as dictated by the terms of the Bill and Melinda Gates Foundation grant. For more detailed Terms of Reference of the IAIM Secretariat, please see Appendix 2.
Section 7.1 Establishment.
Under the direction of the Governing Council, the IAIM Secretariat shall establish committees, as well as task forces, as it may deem necessary in the interest of the Association or for advancement of its activities. The Governing Council may also request that the IAIM Secretariat establish committees at the regional level to carry out work as requested, or work related to the Regional Meetings.
Section 7.2 Composition and Eligibility.
The composition of committees and task forces shall be determined by the IAIM Secretariat. Committee members shall be Immunization Manager Members in good standing with the Association. Other Association members can also be invited to join IAIM committees. All committee members shall be expected to abide by the Codes of Conduct and to disclose all possible conflicts of interest, as defined in the Conflict of Interest Policy.
Section 7.3 Conduct of Business.
The Terms of Reference for each committee shall be developed by the IAIM Secretariat, and each committee shall subsequently provide meeting reports and work as indicated in their Terms of Reference. The quorum for all Committee meetings shall be a simple majority of the committee members. All committees may conduct business in-person, or by electronic communications as necessary.
Section 7.4 Terms of Service.
Committees and task forces shall disband once they have fulfilled their mandate or delivered on all assigned tasks, unless otherwise mandated by the IAIM Secretariat. Should a committee be unable or unwilling to fulfill their mandate or assigned tasks, the IAIM Secretariat will annul any such committee and advise the Governing Council.
Section 7.5 Compensation.
No member of an Association committee or task force shall receive any compensation for his/her services on the committee or task force.
Section 8.1 IAIM Conferences.
The Association shall hold IAIM Conferences at times and places as determined by IAIM Secretariat with the advice of the Governing Council. The Governing Council shall approve the agenda for the meeting. The minimum items for the order of business shall include, but are not limited to the following:
· Elections of Governing Council Members for the ensuing term, who shall then select from amongst themselves the Officers of the Association
· Any necessary or desired amendments to the Association Bylaws
· Presentation of Association financial matters
Following all IAIM Conferences, the Governing Council, with the support of the IAIM Secretariat, shall produce a report of the meeting.
Section 8.2 Regional Meetings.
The Association shall hold Regional Meetings for each of six geographic regions. The IAIM Secretariat, with assistance from Governing Council Members representing each region, shall prepare the agenda for each Regional Meeting, focusing on issues of regional significance. The Governing Council shall approve the meeting agendas, and shall send at least one member to each meeting, preferably a member who is from the region in which the meeting is held. The Governing Council Member who attends the meeting shall serve as the chair of the Regional Meeting. The timing and venue for each of these meetings shall be determined by the IAIM Secretariat, in consultation with the Governing Council. The IAIM Secretariat shall be responsible for the logistics for all regional meetings. Following all Regional Meetings or special meetings, the IAIM Secretariat, with the oversight of the Governing Council, shall produce a report of each meeting.
Section 8.3 Notification of Meetings.
Notification of IAIM Conferences must be sent to all members at least six (6) months in advance of the conference date. Notification of conferences must also be provided on the homepage of the Association website, no less than six (6) months in advance of the conference date. Notifications of all Regional Meetings must also be sent to all members at least six (6) months in advance of the meeting date.
Section 8.4 Cancellation and Postponement.
In the event of a cancellation or postponement of a Conference or Regional Meeting, notification must be sent to members as soon as possible.
Section 9.1 Parliamentary Authority.
Association meetings and procedures shall be regulated and controlled according to Roberts Rules of Order Newly Revised (Eleventh Edition) for parliamentary procedure, except as otherwise provided by these Bylaws.
Section 10.1 Code of Conduct for Association Leaders and Conflict of Interest Policy.
Association leaders shall abide by the IAIM Code of Conduct for Association Leaders (see Appendix 3), the Bylaws and policies of IAIM. These rules and codes will guide leaders and staff in the management of the affairs of the Association. Association leaders, including Governing Council and committee members, are also responsible for completing a form for disclosure of possible conflicts of interest annually (see the Conflict of Interest Policy in Appendix 4). These signed and dated documents shall be a prerequisite to holding officers or memberships on said bodies.
Section 10.2 Code of Conduct for Association Members
Association members are expected to abide by the Code of Conduct applicable to all members (see Appendix 5).
Section 11.1 Proposing Amendments.
Amendments to these Bylaws may be proposed by an active Immunization Manager Member, a committee, or by Governing Council Members. An amendment proposed by an Immunization Manager Member shall be signed by the member and one other current Immunization Manager Member before being sent to Council. An amendment proposed by a committee shall be signed by all concurring members of the committee and sent to Council.
Section 11.2 Recommendation of Council.
The Governing Council shall review all amendments proposed and report them to the membership with a recommendation to adopt, not adopt, or with no recommendation. Proposed amendments must be sent to the Governing Council at least one month prior to a Governing Council meeting. When the Governing Council meeting coincides with the IAIM Conference, amendments must be sent sixty (60) days in advance, to be in accordance with the voting procedures outlined in Section 11.3.
Section 11.3 Voting for Amendments.
The text, rationale and the recommendation of the Governing Council for all proposed amendments shall be sent to the entire membership at least forty-five (45) days before an IAIM Conference. At the Conference, members vote to adopt or not adopt a proposed amendment using the voting procedures outlined in Section 3.6. Amendments shall be adopted with an affirmative vote of two-thirds of the votes cast. Notice of all adopted amendments shall be sent to the membership in the Meeting Report, and the final vote on a Bylaw amendment should be counted and recorded in the minutes. Amendments can also be voted on outside of Conferences. In such cases a special vote may be called by the Governing Council, and members shall have thirty (30) days from the time the amendment and the Governing Council’s recommendation are put forth to cast their vote.
Section 11.4 Time at Which a Bylaw Amendment Takes Effect.
An amendment to the Bylaws goes into effect immediately upon its adoption, unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by previously adopted motion.
Section 12.1 Liability.
The Sabin Vaccine Institute shall not be held liable for any financial loss incurred by Governing Council or committee members that do not perform their duties within the financial limits approved by the Secretariat. Yet the Sabin Vaccine Institute maintains liability for activities conducted within the approved financial limits. The liability of Immunization Manager and Associate Members is limited to the payment of dues.
The Governing Council and its Councilors and Officers shall not be held liable for any financial loss incurred by the Association, the IAIM Secretariat, or the Sabin Vaccine Institute.
Section 12.2 Execution of Instruments.
Contract, checks, negotiable instruments and documents requiring the signature of the Association shall be reviewed and may only be signed by the Director of the Secretariat or the appropriate officer of the Sabin Vaccine Institute, and shall then be binding without any further authorization or formality.
Section 12.3 Prohibitions.
The following constitute general prohibitions that no member or leader may bypass:
a) The Association shall be organized exclusively as a forum and platform for immunization managers and other immunization professionals to share experiences, increase learning, and contribute to the global immunization dialogue.
b) Immunization Manager and Associate Members shall not use the Association as a forum for the promotion of personal or other products or services, nor as a platform for lobbying or other political campaigning.
c) No part of the net earnings of the Association shall or may under any circumstances accrue to the benefit of any private stakeholder or individual
d) The Association shall not (a) lend any part of its income or assets; (b) pay any compensation, in excess of a standard allowance for stipends, salaries or other compensation for personal services actually rendered; or (c) engage in any other transactions which result in diversions of its income or assets to any officer, member, or substantial contributor to the Association.
APPENDIX 1: EXTENDED TERMS OF REFERENCE FOR GOVERNING COUNCIL OFFICERS
APPENDIX 2: TERMS OF REFERENCE OF THE IAIM SECRETARIAT
APPENDIX 3: CODE OF CONDUCT FOR ASSOCIATION LEADERS
APPENDIX 4: CONFLICT OF INTEREST POLICY
APPENDIX 5: CODE OF CONDUCT FOR ASSOCIATION MEMBERS
Terms of Reference –President of the IAIM Governing Council
Duties and Responsibilities
A. In collaboration with the Director of the IAIM Secretariat propose agendas for Governing Council meetings, call Governing Council meetings, and preside as the Chair of Governing Council meetings.
B. In collaboration with the Director of the IAIM Secretariat represent the Association as needed with other organizations and media and serve as an ambassador of the Association.
C. Appoint Governing Council Members to represent the Association at Regional Meetings and, when necessary, at other important meetings. Ensure that appointed representatives are fully involved in and knowledgeable of Association activities.
D. Lead the Governing Council’s involvement in membership recruitment, and support other Governing Council members recruitment efforts as needed
E. Establish committees for carrying out the work of the Governing Council and the Association
F. Receive, consider and act on complaints regarding the Association, in collaboration with the Director of the IAIM Secretariat.
G. Protect the reputation of the organization.
Terms of Reference - Vice President of the IAIM Governing Council
Duties and Responsibilities
A. Perform the activities of the President in the President’s absence.
o In the event of the President’s temporary or permanent incapacity, serve as Acting President for the necessary period or for the remaining duration of the President’s term.
B. Assist the President in overseeing the affairs of the Association.
C. Participate in IAIM Conferences and Regional Meetings as indicated in the Association Bylaws, and in committee meetings as requested by the President.
D. Follow the work of international organizations and bodies related to the field of vaccines and immunization and inform the Governing Council of emerging issues and policies of importance to the Association.
E. Advise the Governing Council on all matters of parliamentary procedure by maintaining a copy of the Association’s parliamentary authority and referencing relevant passages when matters of parliamentary procedure arise.
F. Perform other tasks and duties as assigned by the President.
G. Coordinate with the Governing Council members the implementation of activities emanating from the decisions taken by the Governing Council.
Terms of Reference - Treasurer of the IAIM Governing Council
Duties and Responsibilities
A. In consultation with the President and with the support of the IAIM Secretariat, prepare recommendations for the use of funds received from membership dues for approval of the Governing Council.
B. Liaise with the Governing Council members and Committees on financial issues impacting the Association’s activities, and relay such issues to the Secretariat in a timely manner.
C. Provide input to the Secretariat on resource allocation decisions for supporting the work of the Governing Council and the Association.
D. Other duties as assigned by the President or the Director of the IAIM Secretariat.
Terms of Reference - Secretary of the IAIM Governing Council
Duties and Responsibilities
A. Maintain all records and documents of the Association
B. Prepare and sign minutes for all meetings of the Governing Council, with assistance from the Secretariat
C. Record and distribute all resolutions and non-confidential proceedings of Governing Council meetings to Association members within 30 days of any meeting;
D. Ensure that notices of all meetings are issued
E. Develop IAIM Conference reports, with support from the Secretariat
F. Facilitate Governing Council activities by helping the President (as requested) to set agendas
G. Facilitate the flow of information between the Governing Council and committees
H. Ensure that decisions taken by the Governing Council are communicated to all members and the Association in a timely manner
I. Other duties as assigned by the President or the Director of the IAIM Secretariat.
a) Achieve the milestones of the Bill and Melinda Gates Foundation grant, with the guidance of the Governing Council
b) Make recommendations to the Governing Council for its decision;
c) Implement work plan or policy decisions as indicated by the Governing Council;
d) Establish agendas for Governing Council meetings, in coordination with the President
e) Organize the IAIM Conferences and Regional Meetings;
f) Establish agendas for IAIM Conferences, as indicated by the Governing Council
g) In consultation with the President and the Treasurer, prepare annual budgets for the Association
h) Hold primary responsibility for all financial matters, including but not limited to making disbursements; managing bank account(s) and safeguarding all funds, books and vouchers; and permitting members of the Governing Council to review the books and vouchers upon request
i) Maintain records of Association income and expenditures, and produce an annual report each year on Association finances for the Treasurer
j) Evaluate the risks and effects of the decisions of the Governing Council upon the recruitment and retention of members to the Association and how each decision fits into the Association’s other policies and programs
k) Ensure that procedures are established to implement Association work, and individuals are assigned responsibilities for all areas of Association activities
l) Abide by the Codes of Conduct and to disclose all possible conflicts of interest, as defined in the Conflict of Interest Policy
m) Closely review all governance developments that might affect the Association’s operations, ensure the Governing Council is fully briefed on these, and that it considers them when taking decisions
n) Provide orientation for new Officers and Councilors serving on the Governing Council and support them in understanding their roles and responsibilities
o) Prepare the Annual Report of the Association for approval by the Governing Council
p) Make decisions as authorized by the Governing Council
q) Represent the Governing Council at meetings or other functions when requested by the Council
The Code of Conduct for Association Leaders
The IAIM Code of Conduct for Association Leaders provides a clear set of principles for our professional conduct. We expect that our leaders abide by the values outlined in this Code of Conduct. The principles demonstrated by our leaders in their day-to-day behavior have a profound impact on the health and success of the Association.
Conflict of Interest Policy
The purpose of the Conflict of Interest Policy is to protect the Association’s interests against external influences that may compromise the independence and integrity of the Association. To ensure the highest member confidence in Association governance activities, the International Association of Immunization Managers requires that all members serving on the Governing Council or any committees disclose any potential conflicts of interest that may arise during their terms of service to the Association.
Conflict of Interest
No member of the IAIM Governing Council, or any of its committees, shall derive any personal financial profit or gain, directly or indirectly, by reason of his or her participation with the Association. Each individual shall disclose to the Association any personal interest which he or she may have in any matter pending before the Association. Any member of the IAIM Governing Council, any Committee or Staff shall refrain from using any list of Association members for personal or private solicitation purposes.
Definition of Personal Interests
A. Interested Person: Any member of the IAIM Governing Council, any committee member or staff with delegated powers, who has a ‘personal interest,’ is an interested person.
B. Personal Interest: A person has a personal interest, particularly a financial interest, if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Association is considering a transaction or arrangement
b. A compensation arrangement with any entity or individual with which the Association is considering a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation or arrangement with any entity with which the Association is considering a transaction or arrangement
C. Compensation: Compensation includes direct and indirect remuneration, as well as gifts or favors that are substantial in nature
Procedure for Managing Conflicts of Interest
When the Governing Council or committee takes up a particular subject matter, all persons with actual or possible conflicts of interest related to this matter must disclose them at this time. After disclosure of actual or possible conflicts of interest, and after any ensuing discussion, the President or Chair shall determine whether the interested person may continue to participate in discussion of or voting on the matter at hand. If the interested person is the President or the Committee Chair, then the Vice President (or other officer) or a chosen committee member shall determine whether the President or Chair may continue to participate in discussion of or voting on the matter at hand.
Code of Conduct for Association Members
Association Members are expected to abide by the values outlined in this Code of Conduct. The principles demonstrated by our Association members in their day-to-day behavior have a profound impact on the health and success of the Association.
 Regions shall be divided as follows: the Americas, the Middle East and North Africa, Sub-Saharan Africa, Europe and Central Asia, South and Southeastern Asia, Western Asia and the Pacific