I.C.A.N. STATUTES

 

– ARTICLE I. NAME
– ARTICLE II. LANGUAGE
– ARTICLE III. PURPOSES
– ARTICLE IV. TYPE OF ORGANIZATION
– ARTICLE V. MEMBERSHIP
– ARTICLE VI. ADMINISTRATION
– ARTICLE VII. FINANCES
– ARTICLE VIII. CONGRESS OR LIKE ACTIVITY OF THE ICAN
– ARTICLE IX. AMENDMENTS TO THE BYLAWS
– ARTICLE X. AMENDMENTS TO THE STATUTES

INTERNATIONAL COLLEGES FOR THE
ADVANCEMENT OF NUTROLOGY (ICAN) BYLAWS

BYLAW I. MEMBERSHIP
     A. CATEGORIES OF MEMBERSHIP
B. ACCEPTANCE INTO ICAN MEMBERSHIP
C. ELEVATION OF AN ADHERING MEMBER TO AN ICAN COLLEGE FOR THE
ADVANCEMENT OF NUTROLOGY
D. TERMINATION OF ICAN MEMBERSHIP AND COLLEGE FOR THE ADVANCEMENT
OF NUTROLOGY STATUS
BYLAW II. MONETARY CONTRIBUTIONS AND JICAN JOURNAL SPONSORSHIP
     A. FEES
BYLAWS III. GENERAL COUNCIL
     A. MEMBERSHIP AND VOTING RIGHTS
B. AUTHORITY
C. MEETINGS
D. NOTICE
E. QUORUM
F. TIME AND PLACE OF THE ICAN CONGRESSES
BYLAWS IV. OFFICERS
       A. TITLES OF OFFICERS
B. TERM OF OFFICE
C. VACANCIES
   
  BYLAW V. NOMINATING COMMITTEE
       A. MEMBERS
B. TERM OF OFFICE
C. VACANCIES
   
  BYLAW VI. EXECUTIVE BOARD
       A. MEMBERSHIP
B. TERM OF OFFICE
C. RESPONSIBILITIES
D. QUORUM
   
  BYLAW VII. BUDGET AND ACCOUNTS
       A. MANAGEMENT AND AUDIT
   
  BYLAW VIII. CONGRESS OF THE ICAN
       A. HOST COUNTRY’S RESPONSIBILITIES
     B. CONGRESS ORGANIZING COMMITTEE
     C. FINANCIAL OBLIGATION
     D. FINANCIAL RESULT
     E. FINANCIAL STATEMENT AND REPORT
   
  BYLAW IX. BOARD OF TRUSTEES
       A. MEMBERSHIP AND VOTING RIGHTS
B. AUTHORITY
C. MEETINGS
D. NOTICE
E. QUORUM
   
  ByLaw X. DISCIPLINE
  ByLaw XI. AMENDMENTS TO THE STATUTES
  ByLaw XII. POLICY AND PROCEDURE MANUAL
   
  I.C.A.N. STATUTES
  ARTICLE I. NAME
  The name of the organization shall be INTERNATIONAL COLLEGES FOR THE ADVANCEMENT OF NUTROLOGY. It may also be referred to as “ICAN.”
   
  ARTICLE III. PURPOSES
 

The purposes of the International Colleges for the Advancement of Nutrition are to encourage research, education, and the exchange of scientific information in the field of nutrition by sponsoring congresses, symposiums, meetings, and publications, and by other suitable means; to promote international exchange and co-operation in the scientific study of nutrition and nutrition education; to establish such commissions, committees, or other bodies as shall be required to support these purposes; to encourage and support organization and development of all possible entities which contribute to sustaining and improving the provision of proper and adequate human nutrition, wherever required; and to develop other activities which are regarded as supporting the objectives and purposes of the ICAN.

   
  ARTICLE IV. TYPE OF ORGANIZATION
 

The ICAN shall be conducted without profit and no part of any income of the ICAN shall be applied to the benefit of any member except for actual services rendered, and then only upon the authorization of the General Council or Executive Board. No substantial part of the activities of the ICAN shall be aimed at influencing legislation or intervening in political campaigns of any sort. The ICAN shall not adopt any practice or policy, or procedure which would result in discrimination on the basis of race, gender, religion, national origin, age or handicap, including that of size.

   
  ARTICLE V. MEMBERSHIP
  There shall be five categories of membership, namely:
     (a) Full members: shall be limited to doctors who have received either an M.D.
or equivalent degree or a Ph.D degree in a nutrition and/or health related area.
(b) ICAN Congress organizing members,
(c) Associate members: include individuals who have contributed to nutrition related
health care, but are not doctors.
(d) Emeritus members: individuals who have been members of ICAN for a
minimum of 7 years, and who are at least 75 completed years of age.
(e) The Founders and Co-Founders
(f). Student members
(g). Honorary members: Very special individuals in either academia, government
or non-governmental service organizations may be nominated by any member of
ICAN for recognition as an honorary member. A 2/3 majority vote of the Executive
Board is required prior for approval of the membership.
The regulations governing the admission of members shall be approved by the General Council and established in the Bylaws.
   
  ARTICLE VI. ADMINISTRATION
  The ICAN shall be controlled by the General Council and Board of Trustees whose composition and responsibilities shall be established in the Bylaws. The General Council shall appoint an Executive Board whose composition and responsibilities shall be established in the By-laws. The General Council shall elect the Officers of the ICAN except for the founding and co-founding officers who shall be appointed.
   
  ARTICLE VII. FINANCES
  The accounts of the ICAN shall be maintained in accordance with the requirements of the General Council as established in the Bylaws. The fees for all categories of membership shall be determined by the General Council. Should the ICAN be dissolved, all assets shall be disposed of in accord with the purposes of the organization as defined above.
   
  ARTICLE VIII. CONGRESS OR LIKE ACTIVITY OF THE ICAN
 

The member(s) whose invitation to organize a Congress, Symposium or like activity is accepted by the General Council shall assume all administration and financial responsibility for the Congress or Symposium, under regulations established in the Bylaws.

   
  ARTICLE IX. AMENDMENTS TO THE BYLAWS
 

The Bylaws of the ICAN may be amended by a two-thirds majority vote of the Executive Board. The General Council, at a duly constituted meeting, shall endorse or may countermand decisions reached by the Executive Board.

   
  ARTICLE X. AMENDMENTS TO THE STATUTES
 

The Statutes may be altered, amended or repealed by a two-thirds affirmative vote of delegates to the General Council at a duly constituted meeting, provided that the proposition so to change the Statutes has been previously approved by the Executive Board and submitted in writing to members at least forty-five (45) days prior to the meeting at which final actions are to be taken.

   
 

INTERNATIONAL COLLEGES OF NUTROLOGY (ICAN) BYLAWS

  BYLAW I. MEMBERSHIP
  A. – CATEGORIES OF MEMBERSHIP
 

    1. An Adhering Body is any national or regional college, chapter, association, society, academy, or other appropriate group whose aims meet the objectives of the ICAN and which the General Council duly recognizes as an Adhering Body. There shall be only one such Adhering Body designated for a country or region. Each regional body representing more than one country will be an Adhering Body only if none of the countries of its region are represented individually. Where regional associations include countries with associations which are Adhering Bodies, the regional association may be represented as an Affiliated Body (see 3 below). Each Adhering Body shall be represented on the General Council by two members, chosen in accordance with their By-Laws and who shall be, or become ex officio, officers or council (or equivalent) members of the Body.
    2. An Adhering Body ICAN representative is an individual who has been selected by his/her respective Body to this position. Two and no more than two individuals shall be members from each Body and shall have full voting rights.
    3. An Affiliated Body is an association whose aims meet the objectives of the ICAN, but which is not eligible to be an Adhering Body; for example, an additional organization from the same country or region as an Adhering Body, or an organization which includes the membership of more than one Adhering Body or insufficient membership numbers. An Affiliated Body must be duly recognized as such by the General Council. An Affiliated Body may be represented on the General Council by one member, but without vote.
    4. An Affiliated Individual Member is an individual from a country for which there is no recognized Adhering Body as defined above.
    5. The ICAN Founders are those two persons who conceived of this organization, and worked through each step in its establishment, including service as ICAN Officers at the very beginning of this organization. The Co-Founders are those two persons who were in charge of their respective delegations at the time of the official meeting which founded ICAN. These two categories of membership cannot be altered in any way, including any Parliamentary maneuver such as “Suspending the Rules”; this membership is fixed and unalterable in perpetuity.

   
  B. – ACCEPTANCE INTO ICAN MEMBERSHIP
 

    1. Applicants for ICAN Adhering or Affiliate Membership must submit a letter signed by their organization’s President requesting such membership to the ICAN President or Executive Director.A completed application shall be accompanied by a copy of the organization’s current By-Laws, its prior year’s meeting Minutes together with a detailed list of all Officers and Members, including their contact details.
b. Each applicant for Affiliated Individual Membership shall submit a signed letter requesting membership to the ICAN ED/President together with a copy of his/her Curriculum Vitae that adequately describes the applicant’s past and present professional activities, with particular emphasis on achievements in the field of nutrition.
    2. Application Review. Each application for any category of membership shall first be reviewed by the ICAN Executive Director /President and, once he/she finds it complete, will forward it to all the Executive Board members for review. A non-response by any Executive Board member within four weeks of the ED’s forwarding an application, shall be interpreted as approval by that member of the application.
    3. Provisional acceptance of any Membership Application follows approval by a majority of the Executive Board as determined, and communicated, by the ED. Provisional Membership endows the same rights and prerogatives as allowed Full Members in their respective Membership Category.
    4. ICAN Provisional Membership will automatically become elevated to a Full Membership in the provisional membership category approved by the Executive Board six months after receipt by the ED of all payments of dues, subscription and any other fee(s) by the Applicant as may be or may have been required or assessed by the ICAN unless a majority of the Executive Board, in the interval, determines otherwise. Any membership decision of the Executive Board may be appealed to the ICAN General Council. Any and all decision(s) by a majority of the ICAN General Council’s members present and voting, in person, electronically or by written ballot, shall be considered final, unappealable and directive.

   
  C. – ELEVATION OF AN ADHERING MEMBER TO AN ICAN COLLEGE
 

    1. An Adhering Body may, upon recommendation of the Executive Board, and approval of the General Council, receive the designation of “College for the Advancement of Nutrition” (CAN).
    2. The name for this College will contain the words “College for the Advancement of Nutrition” (CAN) which will ordinarily be placed after its regional or national name that is mutually acceptable to the ICAN and the new College.
    3. The ownership and responsibility for maintenance of these Service Marks shall fully reside permanently with the ICAN

   
  D. – TERMINATION OF ICAN MEMBERSHIP
 

    1. An Adhering body may resign six months after written notification of intending resignation to the
ICAN President. Such resignation does not relieve the Adhering Body of any financial obligation thereto accrued and unpaid, except by specific action of the General Council. Such resignation will also automatically incur the permanent and complete revocation of that Adhering Body’s privilege to use the title of College for the Advancement of Nutrition, any like title, particularly one including the term “College” as well as any logo(s), initial(s) or acronym(s) thereof, if it has been so designated or otherwise awarded to that Adhering Body or not, together with complete revocation of any and all right(s) to use such title, initials, acronym or designation any way, shape or form whatever at any time, now, or in the future
    2. If there is no receipt of any communication or proper amount of financial contribution to ICAN from any Adhering Body for a period of three years or between two International Symposia, which ever is the longer, the General Council may, on the recommendation of the Executive Board, terminate membership of that Adhering Body which will also include the
automatic revocation of the title, together with any and all logos, initials and acronyms for same, of College for the Advancement of Nutrition if it has been so designated to that Adhering Body together with the right(s) to use such title, logos, initials, acronyms or similar designation any way, shape or form whatever at any time, now, or in the future.
    3. Other categories of membership may resign but such resignation shall not relieve the member of any financial obligation accrued and unpaid, except by specific action of the Executive Board.
    4. Any termination of any Adhering Body member that has been designated a College for the Advancement of Nutrition under the ICAN shall also have this designation automatically revoked together with any and all right(s) it may have held, employed or exercised in whatever manner possible, with no authority or right to use such title or designation any way, shape or form whatever at any time, now, or in the future. At the discretion of the ICAN Executive Board or the General Council, this designation may be immediate or take effect at any time up to, and including, the member’s termination.
    5. The ICAN Executive Board, the ICAN General Council have the authority to revoke the designation of any Adhering Member as a College for the Advancement of Nutrition for whatever reason(s) it may so determine. In such instance that this becomes necessary in the judgment of any of these bodies, the affected, or former, College for the Advancement of Nutrition has the right to appeal this revocation to the ICAN Board and, failing this or, alternatively, appealing directly to the ICAN General Council whose determination shall be final, directive and not further appealable to ICAN or any other entity or authority.
    6. As a pre-condition to ICAN membership, each member must agree to accept the ICAN Statutes, By-Laws and P&P without any reservation or pre-condition whatsoever. In the event of any differences or dispute between parties for any reason whatsoever, final appeal may be made to the ICAN General Council and their decision on this, or any other matter brought before it by any of the parties shall be final, directive and non-appealable to any other authority.

   
 

BYLAW II. MONETARY CONTRIBUTIONS AND JACN
JOURNAL SPONSORSHIP

   
  A. FEES
      1. The annual fees for all categories of membership of the ICAN shall be determined by the Board of Trustees with the approval of the General Council.
    2. Such fees shall be due and payable on 1 January in each year in U.S. Dollars.
   3. ICAN     membership obliges each Membership Body to automatically become a sponsor of the International Journal of Nutrology (which shall be the official journal of ICAN) as well as assure that each of its members becomes, and remains, a regular subscriber to this journal.
    4. Each Affiliated Individual Member is obliged, as a condition of membership, to become, and remain, a regular subscriber to the International Journal of Nutrology.
    5. Other fees may be assessed by a two-thirds vote of the entire Executive Board or the General Council; once approved by a two-thirds vote of the Board of Trustees, any such fees shall be officially approved and payable as provided for in the ICAN Minutes.
   
 

BYLAWS III. GENERAL COUNCIL

   
  A. – MEMBERSHIP AND VOTING RIGHTS
  1.  General Council Composition.
The General Council shall be composed of:
 

    a. Two members from each Adhering Body to serve terms equal to approximately four years, beginning with the end of the Business Meeting at one ICAN Congress, and terminating with the end of the Business Meeting of the ICAN Congress four year s hence. Thus, terms shall be approximately 4 years in length depending on length of time between Congresses and are renewable. Initially, one member from each Adhering Body shall serve a half term in order to provide for staggered terms by the two members from an Adhering Body. These members shall have full voting rights.
    b. Those members who have been, or are designated to be, chair or co-organizer of the immediate past and the immediate future Congress. Two, and no more than two, individuals shall be members. They shall have full voting rights.
c. The two immediate past Presidents of ICAN shall be members and have full voting rights.
    d. The two Founders and two co-Founders of ICAN shall be members and have full voting rights; this is fixed and unchangeable in perpetuity.
e. One member from each Affiliated Body will serve a term equal to approximately four years from the period beginning with the end of the Business Meeting at one Congress, and terminating with the end of the Business Meeting of the ICAN Congress four years hence. This term shall be renewable.
    f. Affiliated Individual Members shall not be members of the General Council.
    g. Chairs of ICAN Committees, Councils, or Sections, during their appointed
or elective term of office, shall be General Council members without vote.
h. The International Journal of Nutrology Editors shall be General Council members.

   
  2. Voting
 

    a. As specified above, members with voting rights are entitled to one vote which may be cast in person, electronic mail, FAX or by written proxy. In the event of a tie vote, the Presiding Officer shall cast the deciding vote.
    b. The decisions of the General Council shall be determined by a majority vote of those voting except when otherwise specified.

   
  B. – AUTHORITY
 

    1. The General Council and Executive Board shall determine the policies
and activities of thICAN.
    2. The General Council shall elect an Executive Board (which shall have authority for all ICAN policies and activities in between General Council meetings and subject to its approval) and either may appoint committees which shall be responsible to the Executive Board and the General Council.
    3. The General Council shall elect the Officers of the ICAN after the Founding 

Members have each served one term as the ICAN President.

   
  C. – MEETINGS
 

    1. A regular meeting of the General Council shall be held at the same time as each ICAN Congress, i.e., approximately every year.
    2. Special meetings of the General Council may be convened by resolution of the General Council; or may be called by the President with the approval of the Executive Board.
    3. A special meeting of the General Council shall be called within 90 days upon written request of one-half of the total voting membership of the General Council.

   
  D. – NOTICE
 

Notice of any regular or Special Meeting of the General Council must be given in writing and sent by airmail, electronic mail, FAX (or the equivalent) to all General Council members at least 45 days prior thereto.

   
  E. – QUORUM
 

One fourth of the aggregate total of the voting members of the General Council shall constitute a quorum.

   
  F. – TIME AND PLACE OF THE ICAN CONGRESSES
 

    1. The General Council is responsible for establishing the venue of the ICAN’s International Symposia.
    2. Invitations to hold an ICAN Congress must emanate from a member and must be received in writing by the President of the ICAN at least 45 days prior to a meeting of the General Council.
    3. Every reasonable effort will be made to hold an ICAN Congress in conjunction with, or as a satellite of, member body annual scientific meetings.

   
 

BYLAWS IV. OFFICERS

   
  A. – TITLES OF OFFICERS
 

1. The officers of the ICAN shall be a President, a President-Elect, a Secretary – Treasurer, Board of Trustees’ Chair and Co-Chair, four Officers-at-Large and the Executive Director (without vote).

   
  B. – TERM OF OFFICE
      1. The term of each ICAN Officer shall be:
        President – two years
        President Elect -two years prior to assuming the Presidency
        Board of Trustees Chair and Co-Chair – seniority based
        Secretary-Treasurer—two years
        Officers-at-Large—no set limit (this position is for Founders & Co-Founders only)
        Executive Director – per contract
    2. The President shall not be eligible to serve consecutive terms.
    3. The Secretary-Treasurer shall be eligible for re-election for a second consecutive term.
   
  C. – VACANCIES AND EMPLOYMENT AGREEMENTS
  1.   A vacancy in the office of the President shall be automatically filled by the President-elect. A vacancy in the office of the Secretary – Treasurer or a further vacancy in the office of the President shall be filled temporarily by action of the Executive Board for the unexpired term of Office.
   
 

BYLAW V. NOMINATING COMMITTEE

   
  A. MEMBERS
 

1. The Nominating Committee shall consist of the Executive Board.
2. The Nominating Committee shall report its nominations to the General Council for President-Elect and Secretary-Treasurer, as appropriate relative to the incumbents’ elapsed term(s) of office, as specified in Bylaw IV B.

   
 

BYLAW VI. EXECUTIVE BOARD

  A. – MEMBERSHIP
 

    1. The Executive Board shall consist of the Officers of the ICAN plus the immediate two past Presidents of ICAN, Founders of ICAN (2), Co-Founders of ICAN (2), Chair and Vice-Chair of the Board of Trustees.
    2. Each Executive Board member shall be entitled to one vote with the exception of the Executive Director who is a non-voting member.
    3. Decisions of the Executive Board shall be determined by a majority vote. In the event of equality of voting, the Presiding Officer shall cast the deciding vote.

   
  B. – TERM OF OFFICE
 

    1. The term of office for the elected Executive Board members shall commence on January 1 of the year following the ICAN Congress at which elections occurred and continue for the duration of the stated term.

   
  C. RESPONSIBILITIES
 

    1. The Executive Board shall act for the General Council between meetings. The Executive Board shall take any executive actions as it deems necessary to fulfill the objectives of the ICAN.
    2. Decisions may be reached by mail correspondence, computer correspondence, by teleconference, FAX or in person.
    3. All major actions taken by the Executive Board shall be reported to the General Council by airmail (or the equivalent) within 45 days of such actions being taken.
    4. The General Council, at a duly constituted meeting, has a right to veto or revise action taken by the Executive Board by a two-thirds or greater vote of all of its members who are eligible to vote.
    5. The ICAN President/Executive Director shall manage the day-to-day business of the ICAN under a budget which has been developed by the President/ED in conjunction with, and approved by, a majority of the entire ICAN Executive Board with information copies furnished to the ICAN General Council.

   
  D. QUORUM
  One-half of the total voting membership of the Executive Board shall constitute a quorum.
   
 

BYLAW VII.    BUDGET AND ACCOUNTS

   
  A. MANAGEMENT AND AUDIT
 

    1. The ICAN Secretary-Treasurer and Executive Director shall hold specific responsibility for the ICAN financial accounts. These members shall be responsible for confirming the integrity of all income and expenditure of the ICAN, and shall provide an annual report to the Executive Board and the Board of Trustees covering the January 1 to December 31 period.
      2. The Executive Director, shall keep the accounts, manage the day to day finances, other usual activities and offices of the ICAN and, with the assistance of the Secretary Treasurer, shall render an audited income and expenditure report to the General Council and the Board of Trustees at each ICAN Congress.

   
 

BYLAW VIII. CONGRESS OF THE ICAN

   
  A. – HOST COUNTRY’S RESPONSIBILITIES
 

The member(s) whose invitation to hold an ICAN Congress in their country is accepted by the General Council shall assume all administrative and financial responsibility for the Congress. (Statutes: Article VIII.) A contract between the ICAN and these members will specify other details of the relationship.

   
  B. CONGRESS ORGANIZING COMMITTEE
 

The member(s) responsible for the International ICAN Congress shall appoint an Organizing Committee. The officers of the ICAN shall be kept fully informed of the progress and status of the Congress arrangements by the organizers and the ICAN ED.

   
  C. FINANCIAL OBLIGATION
 

The ICAN accepts no financial obligation in relation to the organization of an International ICAN Congress, other than a contribution determined by the General Council if it so desires.

   
  D. FINANCIAL RESULT
 

Any surplus occurring as a result of an ICAN Congress shall be retained by the organizing entity to develop ICAN related programs of its choice.. The Executive Board may decide to waive part or all of such surplus, or may utilize such surpluses for such purposes as may be determined by the Executive Board.

   
  E. FINANCIAL STATEMENT AND REPORT
 

Within one year of the end of each Federation Congress, the Congress Organizing Committee for each Federation Congress shall submit to the Executive Board a full report of the Congress and a financial statement.

   
 

BYLAW IX. BOARD OF TRUSTEES

   
  A. – MEMBERSHIP AND VOTING RIGHTS
 

1. Board of Trustees’ Composition. The board of trustees shall be composed of:
    a. All past presidents of ICAN, ICAN president, ICAN president elect and the ICAN executive director.
    b. The past presidents of ICAN will be voting members; the ICAN president, 
president elect and executive director of ICAN will be non-voting members with
    the exception of the Founding Members who shall be voting members starting with
    the time that they hold the office(s) of President or President elect.
2. Board of Trustees’ Voting Rights.
    a. Those members specified above as having voting rights are entitled to one vote
    which may be cast in person, by post, email, FAX or by written proxy. In the event
    of a tie vote, the presiding officer shall cast the deciding vote.
    b. The decisions of the Board of Trustees shall be determined by a majority vote
    except when otherwise specified.

   
  B. AUTHORITY
 

    l. The Board of Trustees will exercise general supervision over the budget, finance, properties, investments and audits of ICAN, and receive reports of audits thereon. They maintain close surveillance over any and all trust funds of ICAN. ICAN Trustees also serve as members of the Board of Directors of any ICAN foundation which is, or may be, established.
    2. The chair and vice-chair, ICAN Board of Trustees shall be held, respectively, by the overall most senior and second-most-senior of the ICAN president/president-elect/past presidents. The chair, and in his/her absence, the vice chair, assumes responsibility for the proper functioning of the ICAN trustees; he/she may appoint committees.
    3. The Chair, ICAN Board of Trustees receives nominations from among the ICAN trustees for Trustee Investment Council members who are elected by a majority vote of the ICAN trustees. In conjunction with the ICAN executive director, he/she briefs the ICAN general council on the budget for the ensuing year.
    4. The chair may authorize adjustments within the budget accounts.
    5. The Chair, ICAN Board of Trustees may authorize or otherwise obligate the ICAN to spend a non-budgeted amount in excess of $500 if such funds are readily available and the expenditure is consistent with the mission of ICAN.
    6. The Chair, ICAN Board of Trustees must co-sign, or agree in writing or FAX to any contract or like agreement, or amendment, change, renewal or termination of same, entered into by, or on behalf of, ICAN together with the ED.
    7. The ICAN ED shall record the minutes, conduct correspondence, maintain the ICAN trustee policy file and perform such other duties as may be assigned. In his/her absence at meetings, the chair may appoint a recorder for taking minutes.

   
  C. MEETINGS
 

    1. A regular meeting of the board of trustees shall be held at the same time as each ICAN Congress, i.e., approximately every one year.
    2. Special meetings of the ICAN Board of Trustees may be convened by its chair; the executive director is responsible for contacting each trustee concerning notification of any special meeting.

   
  D. NOTICE
 

Notice of any regular or special meeting of the trustees must be given in writing and sent airmail, electronic mail, FAX, or the equivalent, to all members at least 7 days prior thereto, unless all regularly active, voting, trustees agree otherwise.

   
  E. QUORUM
 

One third of the aggregate total of the voting active members of the trustees shall constitute a quorum.

   
  ByLaw X. DISCIPLINE
 

Any issue of improper conduct by the officers, member(s) in any category, ICAN employees or any College for the Advancement of Nutrition, will be reviewed by the ICAN Executive Board. The Executive Board, at its discretion, may bring the issue to the ICAN General Council for further action. The General Council, and in its stead, the Executive Board, have the right to implement any disciplinary measures that either deems fit, up to and including immediate termination of contract or relationship with the ICAN. Their determination in any such matter(s) shall be final, directive and non-appealable to any further entity or authority.

   
  ByLaw XI. AMENDMENTS TO THE STATUTES
 

The Statutes may be altered, amended or repealed by a two-thirds affirmative vote of delegates to the General Council at a duly constituted meeting, provided that the proposition so to change the Statutes has been previously approved by the Executive Board and submitted in writing to members at least forty-five (45) days prior to the meeting at which final actions are to be taken.

   
 

ByLaw XII. Policy and Procedure Manual

   
  A. – AUTHORITY AND SCOPE
 

1. The ICAN shall develop a Policy and Procedure Manual (“P&P” or “PandP”) which, while serving as official policy guidelines for the ICAN, will be subordinate to the ICAN Statutes and By-Laws in all instances.

   
  B. – APPROVAL AND AMENDMENTS
 

1. The ICAN P&P may be approved, amended, or otherwise modified, by a majority of the ICAN Executive Board or the General Council membership voting in person, by electronic means or written proxy.

   
  C. P&P MANUAL ORGANIZATION
 

    1. The ICAN P&P Manual shall follow, as closely as possible, the alphanumeric character and textual headings as relevant for each entry.
a. Where new, or additional, major (Roman numeral or capital letter) alphanumeric characters, with headings or sub-headings, are needed for P&P text but no entry to reference them exists in the ICAN By-Laws, such may be made the Tables of Contents and text of both the ICAN By-Laws and the ICAN P&P Manual without any prior authorization required. The ICAN Executive Board shall be informed of such change(s) at its next meeting, if not earlier.
    2. The ICAN By-Law Table of Contents shall display “(P&P)” after each entry which has an applicable text in the ICAN P&P Manual.
    3. The ICAN P&P Manual Table of Contents shall have its major headings identical to those of the ICAN By-Laws and will display “P&P” after each entry which has an applicable text in the ICAN P&P Manual.
    4. The By-Laws of each Adhering and Affiliate ICAN Member shall be listed in the Table of Contents and appended to the P&P Manual as Circulars under Section 1. Membership.
        a. The Circulars, although part of the P&P, shall not ordinarily be provided to
        those requesting copies of the P&P; however, if a specific named Circular(s)
        is/are requested, these shall also be provided.
    5. The ICAN ED, with the permission of the ICAN Executive Committee, may set and charge a reasonable fee, including postage and handling as applicable, for providing printed copy(-ies) of the P&P Manual and/or other printed matter.

   
  C. P&P MANUAL MAINTENANCE AND AVAILABILITY
 

    1. The ICAN ED shall maintain the ICAN P&P Manual in an up-to-date, date-labeled, version
    2. The ICAN ED shall make the ICAN P&P Manual available to the ICAN Officers, Representatives and all categories of ICAN Membership by whatever electronic or printed means feasible.
    3. The ICAN ED may correct any grammatical, syntax, typographical, font, lay-out changes that, in his/her opinion, need to be made in the P&P text.
    4. The ICAN ED may also any alter any portion(s) of the text, in order to make it read better or relate to the reader in a more “user friendly” fashion and/or to minimize textual redundancies or duplications.
    5. For all other P&P Manual changes, By-Law Number XII.B applies without exception, including any change(s) in the sense, intention or meaning of any P&P text.