Structure and Operating Procedures

Governance

ITMIG is governed by an elected eight member Steering Committee consisting of the President, Vice President, Secretary, Treasurer and four Councilors. This body also has additional non- voting members: the Executive director (a paid individual to manage organization, maintain continuity and momentum, who shall be appointed by the Steering Committee) the immediate past president, and when applicable, incoming “elect” officers (President-elect, Vice President-elect, Secretary-elect, Treasurer-elect.).

The steering committee should involve a balance of specialties, geographic regions and ages among its members.

The Steering Committee shall:

Maintain momentum and smooth functioning of the standing committees subcommittees and specific workgroups through regular reports and oversight,
Make all major decisions (e.g. initiation or termination of workgroups, projects, or new initiatives, relationships with other organizations, major budgetary decisions),
Maintain good coordination between committees and workgroups,
Hold regular sessions to maintain focus on the future and initiate changes necessary.

The overall responsibilities of the elected officers are:

Officer	Responsibility
President	Overall functioning of the organization
Vice President	Functions as Operations Manager. Chair of Research/Infrastructure committee, responsible for functioning and development of infrastructure including each of the subcommittees (database, retro- /prospective research, tissue bank and biology, clinical trials)
Secretary	Manages the interface with the world outside ITMIG. Chair of the Education and of the Communication Committees, coordinates liaison with other organizations, organizes annual meeting, membership, oversight of subcommittees and specific workgroups
Treasurer	Chair of Finance/Development Committee, oversight of finances, fundraising activities
Councilor	Participate in steering committee meetings, takes on assigned tasks as needed

Membership

Overview: Membership in ITMIG is open to all individuals who are interested in thymic malignancy or related mediastinal conditions, unless an unresolved conflict-of-interest exists.

Types of membership: The three categories of members are: regular, honorary, and affiliate.

Regular members are healthcare professional or researchers, and will have full voting rights and responsibilities such as annual dues. Any health professional (physician, nurse etc.) or scientist interested in thymic malignancy or related mediastinal conditions is eligible for regular membership. Members of industries that are related to thymic malignancies or related conditions are not eligible for membership because of potential conflict of interest. Furthermore, individuals are ineligible if they have demonstrated unethical behavior or have a conflict of interest related to ITMIG that cannot be resolved or managed (in the opinion of the majority of the steering committee).
Honorary membership may be granted by the Steering Committee to well-respected individuals who have contributed to the achievement of the mission of ITMIG, or who play a significant role in activities related to ITMIG in related organizations or fields. Honorary members are not required to pay dues but have all rights of regular members, including voting, and eligibility for election to office or appointment to a committee.
Affiliate membership is given to individuals who share a commitment to the mission of ITMIG and do not qualify for regular membership. This includes the lay public and those in training in a healthcare or research profession (e.g. students, residents). Affiliate members are welcome to participate in ITMIG meetings and events, and are not subject to annual dues. These individuals are not eligible for an elected position but may be appointed to a committee or workgroup. Affiliate members who serve on ITMIG committees have voting rights on those committees, but affiliate members do not have voting rights in the general assembly.

Procedure: Anyone interested in applying for membership must fill out a written or on-line application; eligible individuals without conflicts are approved automatically. Any potential questions about eligibility or conflicts of interest will be addressed by the membership committee.

Privileges: All members (any type) will receive periodic newsletters and updates of ITMIG events and activities. Regular and honorary members are eligible for elected office or for appointment to committees and workgroups, are eligible to compete for internal funding opportunities if these exist, and are eligible to participate in the ITMIG infrastructure.

Dues: Regular members must pay annual dues to help cover administrative costs of the organization. This does not apply to honorary or affiliate members. The dues level is recommended by the steering committee but subject to approval by the membership.

Termination: Any member may resign from membership at any time by delivering written notice of resignation to ITMIG, but is not be entitled to a refund of any dues paid. If a member has acted in a way that has undermined the mission of ITMIG, the membership may be rescinded upon a ≥2/3 vote of the entire steering committee. A failure to pay dues for 1 year (after 2 reminders) will automatically result in termination of membership.

Operating Procedures

General Process

General Membership Voting: Voting on issues by the general membership will typically occur via the internet or at the annual meeting, in which case provisions will be made to include votes cast by those attending as well as those participating in a virtual manner as much as possible. Decisions will be made by a majority of the cast votes, provided there is a quorum (defined as at least 10% of the voting membership).

Steering Committee Voting: Decisions by the steering committee require approval by a majority of the cast votes of the steering committee (except in unusual circumstances as defined in this document), provided there is a quorum (defined as at least 50% of the voting members).

Specific workgroups: Specific workgroups are created by the steering committee to address specific issues. This requires a description of the issue, specific goals to be accomplished, a time period during which the workgroup exists, and a reporting structure within ITMIG. Upon completion of the task or the allotted time the workgroup is dissolved, unless an extension is approved by the steering committee. Workgroups report to the steering committee (at least twice per year), unless the steering committee assigns this responsibility to one of the standing committees.

New Initiatives: Any ITMIG Member is welcome, and encouraged to bring forth ideas for new initiatives. A one page concept sheet should be written and discussed with the steering committee. Actual implementation of the initiative requires a detailed outline of the project, goals, plan for execution, budget and anticipated completion. This must then be approved by regular vote of the steering committee.

Voting on Special Circumstances: As defined in this document, a ≥ 2/3 majority of the cast votes is required for issues regarding unusual events (i.e. that require the principles in this document to be temporarily overridden) or checks and balances (some situations require involvement of all eligible voting members).

Changes in the Structure and Operating Procedures: A proposed change to the bylaws, structure and operating procedures of ITMIG may be brought forth by any member. This must be approved by a ≥ 2/3 majority of the entire steering committee, and then must be approved by a majority of the members (provided a quorum is present). This shall not apply to issues such as the creation of specific workgroups, events or new initiatives of defined duration. This shall apply to changes in the standing committees, subcommittees, membership structure, governing structure or process of conducting business within ITMIG. Any change must be in accordance with the laws governing not-for profit organizations that are applicable to ITMIG and must remain true to the mission of ITMIG.

Implementation of the Structure

The chair of the 4 major committees is as defined in this document by the tasks of the elected officers. The president may reassign the task of chairing a major committee to another steering committee member if the designated individual is unwilling or unable to fulfill this obligation; this requires approval by a ≥2/3 majority of the voting steering committee.

The chair of each major committee will appoint other members, subject to approval by the steering committee. Major committees shall consist of 3-9 members, the number being at the discretion of the chair. The term of appointment is for 2 years, with multiple reappointments permitted. Ideally there should be continuity, with at least 1/3 of the committee members continuing for an additional term.

The subcommittees are led by a chair, appointed by the Chair of the major committee to which it reports, subject to the approval of the steering committee. Each subcommittee chair will be responsible for the appointment of other members (2 year terms, multiple reappointments permitted), subject to approval by the chair of the major committee to which the subcommittee reports.

The chair of a specific workgroup is appointed by the president, subject to approval by the steering committee or designee. The chair of each workgroup will appoint other members, subject to approval by the steering (or other designated) committee.

Terms of Office

The officers and councilors shall be elected by the membership to a 2-year term, and may be re- elected once. After a hiatus of 2 years, they may be elected again to the same or another elected position, starting a new cycle. The President, Vice President, Secretary, Treasurer are elected 1 year prior to assuming office in order to provide overlap and maintain continuity.

In order to encourage distribution of the task of president among multiple individuals, it is expected that an individual will serve as president for only 1 or 2 terms. Further terms are discouraged, although permissible after a hiatus and only if there are strong reasons for the nominating committee to consider this.

The term of appointment in a major committee or subcommittee is for 2 years, with multiple reappointments permitted. Ideally there should be continuity, with at least 1/3 of the committee members continuing for an additional term.

The term for all specific workgroups is for the duration of the workgroup.

Nominating committee members will serve a term of 4 years, with multiple reappointments permitted. The terms will be staggered to provide overlap.

Unusual Occurrences

If an elected position is vacated prematurely, the steering committee shall decide whether to leave the position vacant, appoint another individual to this position for the rest of the term or to hold an ad hoc election.

An individual may serve simultaneously in two elected capacities under unusual circumstances (i.e. a position has been vacated prematurely) if so decided by a ≥2/3 majority of the voting steering committee.

The Vice president will assume the responsibilities of the president if this position is vacated.

Checks and Balances

Nominations: Nominating committee decisions will stand regardless of steering committee opinion, with the exception of a unanimous decision by the full steering committee.

Nominating Committee: No confidence of the ITMIG membership in a nominating committee member: A petition signed by 20% of the ITMIG membership mandates that an ad hoc vote is conducted by the steering committee within 3 months regarding continuation of a nominating committee member. A vote of no confidence of ≥2/3 of the cast votes mandates the individual is relieved of this post. The president will appoint a new nominating committee member, but this individual must be approved by a majority of cast votes of the membership in an ad hoc ballot within 3 months.

Steering Committee: No confidence of the ITMIG membership in a steering committee member: A petition signed by 20% of the ITMIG membership mandates that an ad hoc vote is conducted by the nominating committee within 3 months regarding continuation of a steering committee member. A vote of no confidence of ≥2/3 of the cast votes mandates the individual is relieved of this post. The nominating committee will then initiate the normal process to recommend new individuals for the vacated position, which will be elected by a majority of cast votes of the membership within 6 months.

CONFLICT OF INTEREST

ITMIG adheres to a conflict of interest policy as set forth in its Corporate bylaws and as required for 501(c)(3) status. The purpose of this conflict of interest policy is to protect ITMIG’s status as a tax-exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or director or might result in a possible excess benefit transaction. The policy is extended to members of all committees and workgroups in the awarding of any grants, stipends, or other benefits, or in determining policy.

In addition, ITMIG will adhere to conflict of interest rules that are commonly practiced in the medical and scientific community, as long as they only supplement but not replace or conflict with those set forth in the Bylaws or any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

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