and Cerebrospinal Fluid Disorders
Hydrocephalus 2012
Kyoto
Invitation
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ISHCSF is a nonprofit Corporation
Article I
Section 1.01 Name
The International Society for Hydrocephalus and CSF Disorders, a nonprofit corporation incorporated in City, State/Province, Country.
Section 1.02 Location
The principal office of the Society is located in City, State/Province, Country or elsewhere as determined by the Board of Directors.
Section 1.03 Purposes
The International Society for Hydrocephalus and CSF Disorders, hereinafter the Society, is established to advance the art and science of the field of clinical care and research in hydrocephalus and CSF disorders, and thereby promote the best possible care for patients with hydrocephalus and CSF disorders by:
(a) Ensuring appropriate access to care for persons with hydrocephalus and CSF disorders;
(b) Supporting and advocating for an environment which ensures ethical, high quality care for hydrocephalus and CSF disorders both in the developed and developing world;
(c) Providing excellence in professional education by offering a variety of programs in both the clinical aspects and the basic sciences of hydrocephalus and CSF disorders to physicians, research scientists and allied health professionals;
(d) Supporting ethically conducted clinical and basic research in hydrocephalus and CSF disorders;
(e) Communicating scientific and scholarly information through scientific meetings and publications;
(f) Encouraging integration and participation of young researchers; and advancing public education and awareness; and
(g) Providing for collaboration with other societies and groups to best achieve and preserve the purposes of the Society.
Section 1.04 Official Language
The official language of the Society for conducting business, writing policies, and presenting education or research is English.
Section 1.05 Restrictions
All policies and activities of the Society shall be consistent with
(a) Applicable federal or national, state or provincial, and local antitrust, trade regulation, or other legal requirements; and
(b) Applicable tax exemption requirements, including the requirements that the Society not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Article II
Section 2.01 Membership Qualifications
Membership in the Society is available to health care professionals, basic and clinical research scientists, medical physicists and engineers, and trainees involved in, or associated with basic and clinical research, diagnosis, treatment, outcomes, and patient advocacy of hydrocephalus and CSF disorders.
Section 2.02 Regular Membership
Regular voting membership in the Society is limited to persons practicing in the field of clinical care or research of hydrocephalus and CSF disorders and who pay regular dues. Regular members may serve as Directors and hold office.
Section 2.03 Senior Membership
Senior members may be elected from among Regular members who have been Society members and are fully retired from the active practice of hydrocephalus clinical care or research, or are disabled. Senior members will have reduced dues. Senior members retain the privileges of regular membership.
Section 2.04 Nonvoting Memberships
The following membership classes have no vote, nor are they eligible to serve as Directors or hold office in the Society:
(a) Junior Membership. Junior membership is available to students who are candidates for an M.D., Master's, or Ph.D. Degree, or their equivalents; and to interns, residents, clinical or research fellows, or post-doctoral fellows who have not completed their training and are engaged in a field of study or training related to hydrocephalus.
(i) An exception is that Junior members may serve as voting members of standing committees of the Society, but are not eligible to be officers of the standing committees.
(b) Supporting Membership. Supporting membership is available to persons having a special interest in the field of hydrocephalus and CSF disorders who are not eligible for regular membership. Applicants must demonstrate substantial contributions to the endeavors of the field of hydrocephalus and CSF disorders, or show excellence in the pursuit of medical education, research, or advocacy for patients and families as determined by, and at the discretion of, the Board of Directors upon recommendation of the Membership Committee. Dues and other terms of affiliate membership are specified by the Board of Directors.
(i) Supporting members may serve as voting members of standing committees of the Society, but are not eligible to be officers of the standing committees.
Section 2.05 Applications for Membership
All applicants for membership must complete and sign the application form provided by the Society and submit the application to the principal office of the Society.
Section 2.06 Admission of Members
Admission to membership is by majority vote of the Board of Directors, based upon a determination that an applicant has met the Society's criteria for membership.
Section 2.07 Resignation
Any member may resign by filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
Section 2.08 Expulsion
Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require deliberation by the Board. Any member proposed for expulsion for another reason is given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board's decision.
Section 2.09 Annual Meeting
An annual meeting of the Society shall be held each year at the place or places and on the date or dates designated by the Board of Directors. The primary purpose of the annual meeting shall be to provide educational courses and forums for the presentation of scientific papers. There shall be not less than one (1) business session at each annual meeting of the Academy for the purpose of election of Officers and members of the Board of Directors, and such other business as is appropriate.
Section 2.10 Special Meetings
Special scientific and business meetings of the Society may be called by the Board of Directors for the times and places it may designate.
Section 2.11 Notice
Notice of each annual meeting of the Society shall be given to all Society members not less than one hundred eighty (180) days prior to the date on which the meeting is to begin. Notice of special scientific and business meetings of the Society shall be provided at least sixty (60) days prior to the date on which the meeting is to begin.
Section 2.12 Quorum
At any annual or special business meeting of the Society, a quorum shall consist of not less than thirty (30) voting members, except as required by further provisions in these Bylaws.
Section 2.13 Vote
A quorum must be present for any voting to be valid. A majority vote of the voting members present and voting shall be required to constitute an action by the voting members on any matter, unless otherwise provided by applicable law or these bylaws. Amendments to the bylaws require a two-thirds (2/3) majority vote of the voting members present and voting. There shall be no voting by proxy or mail ballot by the members of the Society at the annual meeting or special meetings.
Article III
Section 3.01 Dues
The initial dues will be set by the provisional Board of Directors. Subsequent changes in dues are recommended by the Board of Directors and approved by majority vote of the regular membership. Annual dues shall be established on the basis of the calendar year. The dues for a year shall be payable on the first of December of the previous year and shall be considered in arrears if not paid by March 1 of the current year. Assessments and fees shall be payable at the time or times that the Board of Directors shall determine.
Section 3.02 Delinquency
Any member of the Society who is delinquent in dues for a period of ninety (90) days is notified of the delinquency and suspended from membership. If dues are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and is expelled. Once a member who is in arrears is dropped from the Society membership, the member may pay back dues and apply to be reinstated, which must approved by the Board of Directors.
Section 3.03 Refunds
No dues will be refunded.
Section 3.04 Fiscal year
The fiscal year of the Society shall be from January 1 to December 31.
Article IV
Section 4.01 Directors
The governing body of the Society is the Board of Directors, which has authority and is responsible for the governance of the Society.
Section 4.02 Composition of the Board
The Board of Directors consists of persons elected by and from the regular membership. The Board of Directors includes the three (3) Officers (President, President-elect, Secretary-Treasurer) and four (4) Directors, totaling seven (7) voting Directors. The Immediate-Past President shall be a non-voting member of the Board of Directors.
Section 4.03 Election and Term of Office
At each annual meeting of members of the Society, an election is held to choose new members of the Board of Directors. Nominations are made by the Nominations Committee no less than 14 days before the annual meeting, or may be made by a regular member from the floor prior to the closing of nominations. Members may self-nominate.
Directors serve staggered terms of two (2) years, with one-half (1/2) the Board of Directors elected each year. Election for the office of President and President-elect, shall occur in even numbered years. Election of the Secretary-Treasurer shall occur in odd-numbered years. The term of office for President and President-Elect shall be for a single two (2) year term, or until a successor is elected, commencing on the first day following the annual meeting at which they were elected. The term of office for Secretary-Treasurer and Directors shall be two (2) years, commencing on the first day following the annual meeting at which they were elected. No Secretary-Treasurer or Director may serve more than two (2) succeeding full or partial terms; however, a person who has previously served as Secretary-Treasurer or Director may again be elected provided at least one (1) year has passed after having held the position.
Section 4.04 Voting for Election of Officers
Provided a quorum is present, the affirmative vote of a majority of the voting members present and voting shall be required for election to any office, except that if there are more than two (2) candidates for one office, a plurality vote of the voting members present and voting shall be sufficient for election to that office.
Section 4.05 Initial Election of Officers and Directors
For the initial election of Officers and Directors only, which shall occur at the meeting in which the Society is created or inaugurated, all Officers and members of the Board of Directors shall be elected. For the first election of Officers and Directors only, the term of office commences immediately upon completion of the election.
(a) The first President and first President-elect shall serve standard two-year terms as described in Article IV, Section 4.03.
(b) The first Secretary-Treasurer shall serve a three-year term and shall be eligible for re-election to one additional two-year term. This section of the bylaws (Article IV, Section 4.05 (b)) shall be rescinded immediately upon the completion of the first term of office and the re-election of the first Secretary-Treasurer, or election of a new Secretary-Treasurer. In the event the first Secretary-Treasurer office becomes vacant before the end of the first 3-year term, the next Secretary-Treasurer shall serve until the completion of the first 3-year term and be eligible for re-election to one additional 2-year term.
(c) For election of the first four (4) Directors, two (2) shall serve two-year terms and shall be eligible for re-election as described in Article IV, Section 4.03; and two (2) shall serve three-year terms and shall not be eligible for re-election as described in Article IV, Section 4.03. This section of the bylaws (Article IV, Section 4.05 (c)) shall be rescinded immediately upon the completion of the first term of office and the election of a new Director. In the event a first 3-year term Director position becomes vacant before the end of the first 3-year term, the next Director shall serve until the completion of the first 3-year term and be eligible for re-election to one additional 2-year term provided the Director shall not serve for longer than 4 years.
Section 4.06 Vacancies
If a vacancy occurs on the Board of Directors for any reason, the Board of Directors shall appoint an eligible regular member to fill the vacancy for the unexpired portion of the term. The appointed Director shall be eligible for re-election only if the conditions of term of office, as specified in Article IV, Section 4.03, are met. In the event the vacancy of the office of the President-Elect, the position shall remain vacant until the next election at the annual meeting of the Society, when the Society shall elect a new President-elect. The new President-elect shall fill the unexpired term of the prior President-elect, if any, and shall become President upon completion of the term.
Section 4.07 Meetings
The Board of Directors meets at least twice a year at whatever time and place it selects. The presence of a majority (>50%) of Directors constitutes a quorum. A majority (>50%) of votes is required to carry a matter when a quorum is present, unless otherwise provided by these Bylaws or applicable city, state/province, country law. Proxy voting is not permitted. Voting by postal service, overnight delivery, or electronic mail is permitted. Meetings may be held electronically if each Director can hear the others. Special meetings of the Board of Directors may be called by the President or at the written request of four (4) members of the Board addressed to the Secretary-Treasurer with notice to all members of the Board.
Section 4.08 Removal
A Director may be removed for adequate reason by a two-thirds vote of the voting members of the Society present and voting at the annual meeting, provided a quorum is present.
Section 4.09 Compensation
Directors do not receive compensation for their services but may be reimbursed for expenses according to an established reimbursement policy
Article V
Section 5.01 Qualifications
Officers must be regular members of the Society. No person may hold more than one office at the same time. Officers may serve consecutive terms.
Section 5.02 Election and Term of Office
Officers are elected by the Society's regular membership and serve terms of office as described in Article IV.
Section 5.03 Duties
The Officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors.
(a) President. The President shall be the Chair of the Board of Directors of the Society. The President 1) shall preside at all business sessions of the membership of the Society; 2) shall act as chief spokesperson of the Society; 3) shall serve no more than one (1) term as President; 4) is responsible for making appointments to standing committees; and 5) may create ad hoc committees or task forces and appoint Society representatives to civic, professional, and governmental organizations as may be required to execute the business and affairs of the Society.
(b) President-elect. The President-Elect shall automatically become the President of the Society upon completion of the President's term. The President-Elect shall assist the President in the performance of duties whenever requested to do so; and shall have all other duties and responsibilities that the President or the Board of Directors may determine. The President-elect acts in place of the President when the President is not available. The President-elect shall assume the duties of the President if the President becomes incapacitated, resigns, or is removed from office. The President-elect shall fulfill the term of office for the President, or shall serve until the President is able to return to duty. Regardless, the President-elect shall also serve as President for the term of office of President for which the President-elect was elected to serve.
(c) Secretary-Treasurer. The Secretary-Treasurer is the financial officer of the Society. The Secretary-Treasurer 1) shall ensure that the Society maintains accurate financial records, minutes, and correspondence; 2) review Society expenditures and financial status on a regular basis to ensure overall financial integrity; 3) submit the financial accounts of the Society to an annual independent audit; 4) develop and present financial recommendations to the Board of Directors; and 5) performs other duties assigned by the President or Board of Directors.
Section 5.04 Authority
The Board of Directors shall manage all the business and affairs of the Society. The Board of Directors shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit or charitable corporation, except as those powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws. The Board of Directors, with assistance of the standing committees and ad hoc task forces, shall develop and recommend policy to the regular membership for vote at the annual meeting.
Section 5.05 Governing Law
These Bylaws and the policies of The International Society for Hydrocephalus and CSF Disorders, and any disputes involving the Society’s Bylaws and policies, shall be construed according to, and governed by, the law of [Insert name of applicable jurisdiction].
Article VI.
Section 6.01 Executive Committee
An Executive Committee consists of the Officers of the Society (President, President-elect, Secretary-Treasurer) and may act in the place of the Board of Directors when authority is designated by the Board or in emergency matters where Executive Committee action is temporary and subject to subsequent approval by the Board at its next meeting.
Section 6.02 Audit Committee
An Audit Committee is appointed by the President to oversee the financial audit of the Society. The Audit Committee consists of three (3) regular members of the Society. The Chair is appointed by the President with the approval of the Board of Directors. Members of the Board of Directors are ineligible to serve on the Audit Committee. The Audit Committee is responsible for engaging or discharging the financial auditors of the Society. The Audit Committee presents a report to the Board of Directors for presentation to the membership at the annual meeting.
Section 6.03 Standing Committees
Each standing committee should meet at least once annually and submit an annual report to the Board of Directors and the membership. Electronic meetings are permissible. The Chairs of the standing committees are appointed by the President. The Board of Directors shall determine the number of members of each committee. Each Standing Committee Chair shall recommend committee members to the Executive Committee for approval.
(a) Membership: The membership committee is responsible for maintaining a current membership list, recruiting and soliciting new members, retaining existing members, and reporting delinquent members to the Board of Directors.
(b) Publications/Web Site: The publications/ web site committee is responsible for establishing and maintaining the Society's web site; and for recommending publication strategies the Society's publications and proceedings to the Board of Directors and membership.
(c) Education: The education committee is responsible for organizing plenary educational sessions for the annual meeting; and for promoting training programs and mentoring in the field of hydrocephalus and CSF disorders.
(d) Annual Scientific Program Committee: The annual scientific program committee is responsible for planning and implementing the scientific sessions for the annual meeting.
(e) Advocacy: The advocacy committee is responsible for lobbying research funding organizations to prioritize research in hydrocephalus and CSF disorders; and working with patient advocacy groups.
(f) Clinical and Technical Guidelines: The clinical and technical guidelines committee is responsible for developing evidence-based clinical practice guidelines, and standards for assessment of existing and emerging technology
(g) Research: The research committee is responsible for promoting: clinical and basic research, the creation of research networks, research data collection standards, development of novel experimental models and methods, and awareness of research positions and research funding opportunities
(h) Nominations: The nominations committee is responsible for reviewing potential candidates and recommending a slate of one nominee for each vacant Director and Officer position for each election. The slate shall be presented to the membership no less than 14 days before the annual meeting. The Immediate Past President is Chair, and there are four additional members appointed by the Board of Directors. Officers and Directors are ineligible to serve on the nominations committee.
(i) In the event the office of Immediate Past President is vacant, the President shall be Chair of the Nominations Committee.
(i) Bylaws: The bylaws committee is responsible for reviewing and drafting amendments to the bylaws. Amendments are presented to the Board of Directors for approval and presentation to the membership for consideration at the annual meeting. Changes to the bylaws may be proposed by motion from the floor at the annual meeting, or by initiative of the bylaws committee or the Board of Directors.
(j) Ad hoc Committees and Task Forces. The President appoints other committees and task forces as deemed necessary. Such ad hoc groups shall have a single task or purpose that is not encompassed by any of the standing committees, and a designated duration, which generally should not exceed 2 years. Task forces may be created to assist standing committees with a single project, or may be created for purposes independent of the standing committees. Standing committees may request that the President appoint a task force for assistance.
Section 6.04 Rules
The Board of Directors may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the Society.