INAHTA By-Laws

The twelve agencies that were represented at the 27 September 1993 Paris meeting that agreed to establish INAHTA, and that contributed financially to its operation from 1 October 1993 to 30 September 1994, shall be deemed to have "grand-fathered" the Network, and as such shall be founding members.

Purpose

The purpose of the International Network of Agencies for Health Technology Assessment is to provide a forum for the identification and pursuit of interests common to health technology assessment agencies.

 

1.0

Conditions of Membership

 

1.1

Applicants must meet the membership criteria prescribed in the INAHTA Membership regulations.

 

1.2

a.         There will be an annual membership fee determined at each Annual Meeting for the following year.

b.         Failing determination at an Annual Meeting, the annual membership fee will be as notified by the Board.

c.          For new members, the application of a reduced fee for the first and in the case of extenuating circumstances the second year of membership, is to be determined by the Board and notified to new members to whom this applies.

d.         The membership will be notified of any extenuating circumstances applicable to a new member.

e.         A reduced fee must be paid within six months of acceptance as a Member, and in subsequent fiscal years, within 90 days of billing, in accordance with By-Law 11.2.

 

1.3

The head of each member agency or delegate shall be the designated representative of that agency to INAHTA.

 

1.4

Each member agency shall designate one individual as the named INAHTA contact from that agency. All correspondence from the Secretariat on INAHTA matters that require the attention of an agency shall be addressed to the designated INAHTA contact.

 

1.5

Each member agency shall endeavor to be represented at Annual Meetings, and shall if eligible to vote have one voting representative at each meeting.

 

1.6

The voting and other rights of members who have not paid the annual membership fee by the date for payment are suspended until the fee is paid, unless the Board allows an extension of time for payment under By-Law 1.12c.

 

1.7

Members must provide a copy of their publicly available HTA reports without charge to any other member upon request.

 

1.8

Members must actively contribute to the INAHTA database/registry promptly, and within agreed- to time frames, and in agreed-to formats.

 

1.9

Members must support the purposes of INAHTA.

 

1.10

Any member who wishes to resign may do so at any time; however, no portion of membership fees will be refunded.

 

1.11

The Board may recommend that a member be suspended or expelled for failing to comply with the By-Laws and/or any supporting regulations or for conduct prejudicial to the interests of INAHTA. The Boards recommendation must be notified to members and will take effect if endorsed by a vote, in a form determined by the Board, of at least three-quarters of the membership.

 

1.12

Membership ceases on a member agency:

a.          ceasing to meet the eligibility criteria for membership;

b.         becoming insolvent or under administration; or

c.          failing to make payments to INAHTA within 90 days of the billing date for payment unless the Board has expressly resolved to grant an extension (membership ceasing upon the expiration of any period of extension).

 

1.13

Any Board member associated with a member agency that resigns or that is expelled from membership, will be deemed to have given notice to resign as a Board member, with immediate effect.

 

1.14

Rights of members are not transferable, and end when the member ceases to be a member agency.

 

2.0

Applications and Approval Process for Membership

 

2.1

Applications can be made at any time and must be made on the form provided by the Secretariat, and submitted to the INAHTA Network Coordinator, appointed in accordance with By-Law 8.5d. Applications must include a cover letter from the appropriate authority seeking membership and any supporting documentation required by the Board.

 

2.2

a.          The Board, through the Secretariat, advises the INAHTA membership of its preliminary membership decision and provides copies of the application.

b.          If no objection to the Board's notified preliminary decision is received by the Secretariat within 20 days of notification, the preliminary membership decision becomes final.

c.          If any member agency objects to the Board's preliminary membership decision, the objection should be made in writing (email) to the Secretariat within 20 days of notification of the Board's decision.

d.          If an objection to the Board's preliminary decision is received by the Secretariat within the timeframe allowed, this information should be provided (e-mail) by the Secretariat to all members for consideration. Members should provide comments to the Secretariat regarding the objection to the Board's decision within 20 days of notification. The Board will review and consider relevant comments by all members prior to its final decision.

 

2.3

If the Board considers that the application does not meet the membership criteria then it will notify the applicant giving reasons for its decision.

 

3.0

INAHTA Board

 

3.1

There shall be an INAHTA Board comprised of:

a.          a Chair;

b.         a Vice-Chair;

c.          up to five (5) other elected Directors (one of whom who will be appointed by the Board for the role of Treasurer); and

d.         an immediate Past Chair (ex-officio) for a period of two years after stepping down as Chair.

 

(Status as an ex-officio member of the Board confers a right to receive notice of the business of the Board and to attend and participate in meetings of the Board, but not to vote).

 

3.2

Members of the Board shall be considered as individuals, not as representatives of their respective member agencies. Board members unable to attend Board Meetings will therefore not be allowed to be deputized by another representative of the associated member agency, or by any other individual, to act in their stead.

 

3.3

There shall be no more than two (2) Board members from any one country (this excludes the ex-officio position of Past Chair), with no more than one (1) Board member from the same associated member agency.

 

3.4

An Executive Committee may be formed (see membership regulations) if the Board decides this is necessary.

 

3.5

All Board members shall be democratically elected by the membership.

 

3.6

Subject to the By-Laws, Board members are appointed for a term of two successive Annual Meetings (being a period of approximately two (2) years) and former Board members may stand for re-election.

 

3.7

The new Board's work commences the day following the Annual Meeting.

 

3.8

An individual's Board membership shall not exceed twelve (12) years. Of these, no more than eight (8) can be consecutive, with a minimum break of two (2) years between periods.

 

3.9

The Vice-Chair and the Chair can serve in the same Board function for a maximum of two (2) consecutive terms (4 years) and may reapply for these positions after a 2 year break.

 

3.10

In the event of a vacancy in the Chair position, the Vice-Chair shall assume the Chair position until the next Annual Meeting. In the event of a vacancy in the Vice-Chair position, an elected

Director – appointed by majority vote of the Board shall assume the Vice-Chair position until the next election.

 

3.11

In the event of a vacancy for any reason in a position of Director, the Board, by majority vote, may fill a vacancy from a representative of a member agency to complete the unexpired term or until the next election, subject to the requirements of By-Law 3.3.

 

4.0

Responsibilities and Duties of the Board

 

4.1

a.          The Board has the responsibility to perform all such acts that appear to be essential for the proper management of the affairs of INAHTA.

b.          The Board will advise the membership of any such acts that it performs.

c.          Any such acts shall be subject to review at the next Annual Meeting.

 

4.2

The Board shall:

a.          review and approve agendas for Annual Meetings and in doing so, ensure that agenda items requiring a decision by the membership will be identified well in advance, and that supporting material will be provided well in advance of the Annual Meeting, not later than 21 days before the meeting;

b.          oversee the implementation of any work-plan approved at the Annual Meeting;

c.          review quarterly financial statements of INAHTA, and ensure that interests of the membership are protected; and

d.          issue directions to the Secretariat.

4.3

The Board may delegate exclusively or non-exclusively any of its powers and/or functions, as the Board thinks fit. The Board may:

a.          delegate to the Secretariat; and

b.          establish sub-committees or working groups, as deemed necessary. One member of each subcommittee or working group shall be named as official liaison to the Board. All sub-committees and working groups must report, through this official liaison, to the Board, in a manner and frequency to be specified by the Board.

 

4.4

The Board may at any time withdraw or vary any of the powers delegated pursuant to By-Law 4.3.

 

4.5

Each Board member must:

a.          exercise their powers and discharge their duties in good faith in the best interests of INAHTA;

b.          not make improper use of their position or of any information gained;

c.          exercise their powers and discharge their duties with a reasonable degree of care and diligence; and

d.          avoid conflicts of interest.  If a conflict exists, the Board member concerned shall disclose the conflict and must not be present at a meeting while the matter is being considered or discussed and must not vote on the matter.

 

4.6

The Membership Regulations outline the roles and responsibilities of the Chair, Vice-Chair, Treasurer and Board Directors.

 

4.7

Directors will not be paid by way of remuneration for their services as Directors.

 

5.0

Nomination Process for Board members

 

5.1

The Chair, subject to the approval by the Board, shall before January 1st of an election year appoint a Nominating Committee to oversee the election process for Board members.

 

5.2

The Nominating Committee shall be chaired by the immediate Past Chair. If  the immediate Past

Chair is unable to serve, the chair of the Committee shall be selected by the Chair of INAHTA.

 

5.3

The Chair, subject to approval by the Board, shall appoint to the Nominating Committee two (2)

additional representatives of member agencies who are not currently on the Board.

 

5.4

In appointing the members of the Committee, the Chair shall consider geographic and cultural representation.

 

5.5

Nominations for Board members may come from the Nominating Committee or from the

Membership.

 

5.6

A call for nominations by the Nominating Committee will be made by January 20th of each election year.

 

5.7

A person can be nominated for only one (1) position on the Board. Each nomination must be made in writing, in the form prescribed by the Board, proposed by at least two (2) INAHTA members, and sent to the Chair of the Nominating Committee.

 

5.8

a.        Nominations are to be made by March 15th of each election year.

b.        When the Nominating Committee has not received at least one (1) nomination for each available position by March 15th, the Nominating Committee Chair shall send a reminder to all members regarding any vacant positions with a second and final deadline of April 1st.

c.         No reminder shall be sent to members when there is at least one (1) nomination for each open position.

 

5.9

The Nominating Committee shall submit to the Board, via the Secretariat, by April 6th a list of candidates who have been nominated or are put forward by the Nominating Committee.

 

5.10

The Secretariat will provide the membership by April 20th of each election year an online ballot indicating all available positions on the Board and the candidates nominated for those positions.

 

5.11

Online elections will be open for a 2 week period for all Board positions and the results will be provided to the membership.

 

5.12

In an Election for a single position, the candidate with the most votes will be elected to each position. When there is only one (1) nomination for an open position, the nominee shall be appointed into the position without voting.

 

5.13

In the event of a tie vote, a further two rounds of voting for those who have tied votes shall take place until the tie is broken. If there is still a tie vote after three rounds, the Chair's vote decides the result, except when the tie is for the position of the Chair. If there is a tie vote after three rounds of voting for the Chair, the Past Chair's vote decides the result.

 

5.14

In the event of two persons from the same country receiving votes enough to be elected, and when the Board already has a member from that country, the order of voting is first observed; then, if necessary, the voting is repeated until the Board composition is compatible with the By-Laws.

6.0

Eligibility Criteria and Regional Restrictions

 

6.1

To be eligible for a Board position the candidate must be a member of an INAHTA agency.

 

6.2

No person is eligible to be appointed a Board member of INAHTA if they are under 18 years of age or their appointment infringes the requirements of the By-Laws.  If an appointment infringes the requirements of the By-Laws, the appointment is invalid and the position vacant.

 

6.3

In the event that there is already a Board member from one country, subject to By-Law 6.4 there remains available only one position for that particular country in the election for any remaining Board positions.  If a country is not represented on the Board, as soon as the first two members from that country are elected to any position on the Board, the other candidates from that same country are automatically disqualified, subject to By-Law 6.4.

 

6.4

The position of the Secretary is to be ignored for the purposes of:

a.          determining eligibility and  counting representation of a country; and

b.         determining eligibility and counting the number of Board members associated with a member agency.

 

7.0

Ceasing to be a Board member

 

7.1

The position of a Board member will become vacant if:

a.          the Board member resigns or is required to resign or removed from their position on the Board;

b.          the Board member no longer holds a position at their member agency;

c.          The Board member is absent for more than 6 months from meetings of the Board held during that period without prior notification to the Board;

d.          in any fiscal year the Board member fails to attend 75% of the properly convened meetings of the Board, unless a leave of absence has been approved;

e.          by two-thirds vote of the membership it is determined that a Board member has brought INAHTA into disrepute or acted contrary to the By-Laws; or

f.           the member agency associated with the Board member ceases to be a member.

 

8.0

INAHTA Secretariat

 

8.1

a.        The Secretariat shall be located in one of the member agencies of INAHTA. A call for the Secretariat role will be made in the final year of the Secretariats term by the Board, preferably by 31 January, or in the event of resignation or termination of the Secretariat.

b.        Member agencies wishing to serve as Secretariat shall advise the Network Coordinator in writing, preferably at least 90 days prior to the Annual Meeting.

 

8.2

The Board shall review the applications for Secretariat and provide eligible applications to the membership for voting at the Annual Meeting. The successful applicant shall be appointed the Secretariat for a term which must not exceed three-years, subject to any extension or reappointment.

 

8.3

The head of the agency where the Secretariat is housed is accountable to the Board of INAHTA for the activities of the Secretariat. The appointment of the Secretariat, including the Secretariats tenure, shall be reviewed and administrated by the Board.

 

8.4

Subject to the terms of the contract between INAHTA and the Secretariat, the head of the

Secretariat agency will nominate the Secretary of INAHTA which is to be approved by the Board.

 

8.5

The Secretary:

a.        must act in accordance with the directions of the Board;

b.        is entitled to attend all or part of the meetings of the Board and those of the working groups, if so directed by the Board;

c.        does not have voting rights; and

d.        shall name an INAHTA Network Coordinator.

 

8.6

a.        The Board must notify the membership if the appointment of the Secretariat ceases, or is to be extended.

b.        Such notification will give each member agency an opportunity to offer to provide secretariat services either on an interim basis pending the next Annual Meeting, or on a longer term basis following a determination at an Annual Meeting.

 

8.7

The appointment of a Secretary and INAHTA Network Coordinator immediately ceases on the cessation of the appointment of the nominating Secretariat (for any reason).

 

8.8

a.          The Secretariat shall perform the tasks prescribed by the Board.

b.          During the month of January, the Secretariat shall invoice member agencies for their annual memberships.

c.          The Secretariat shall perform all other duties specified in the appointing contract.

 

9.0

Annual Meetings

 

9.1

The Annual Meeting of INAHTA shall be held in conjunction with the Annual Meeting of HTAi unless there are extenuating circumstances necessitating an alternate date.

 

 



9.2

The incumbent Chair shall preside over the meeting.

 

9.3

Each member agency will be permitted a maximum of two participants at the Annual Meeting; however, each agency with a voting right will have one vote only. Additional representatives of member agencies may attend as observers, subject to space limitations and prior approval by a majority of the Board or the Chair. Permitted observers shall be allowed to participate in discussions during the meeting at the discretion of the Chair with all attendance costs of additional observers to be met by the attendee or their member agency.

 

9.4

A quorum for the transaction of business at the Annual Meeting shall consist of at least one-third of the members in good standing.

 

10.0

Voting of Members

 

10.1

INAHTA decisions shall be made on the basis of a majority vote, unless otherwise specifically stated in the By-Laws.

 

10.2

Between Annual Meetings, voting shall take place online  or by other means of communication approved by the Board and within prescribed time frames. At Annual Meetings, voting shall be in person; member agencies that are unable to be represented at an Annual Meeting may cast a vote on a decision item electronically or other means of communication approved by the Board prior to the meeting, in a form prescribed by the Board.

 

11.0

Financial

 

11.1

The fiscal year for INAHTA shall run from 1 January to 31 December.

 

11.2

a.          Dues are payable within 90 days of billing.

b.         Any member that has not paid its dues by the day of the Annual Meeting shall be considered not to have met its payment obligations, not a member in good standing and ineligible to vote.

 

12.0

Amendment of By-Laws

 

12.1

The By-Laws of INAHTA may be repealed or amended only at an Annual Meeting by a two- thirds vote of the members present unless otherwise specified at the Annual Meeting by a two thirds vote of the members present.

 

12.2

These By-Laws, upon date of adoption by the Membership, shall supplant all existing By-Laws of

INAHTA.

 

13.0

Supporting Regulations

 

13.1

The Board may make, amend or repeal all such regulations as it deems necessary or desirable for the proper conduct and management of INAHTA, the regulation of its affairs, and the furtherance of its purposes.

 

13.2

No regulation shall be inconsistent with, nor may it affect a repeal or modification of anything contained in the By-Laws.

 

13.3

Any regulation made by the Board may be overturned by a resolution supported by a simple majority vote of the then current members eligible to vote.