ISFR Constitution and Byelaws

PURPOSE
The International Society for Fracture Repair (ISFR) is an organization of individuals from around the world who are dedicated to the advancement and interchange of the science of fracture repair for the betterment of patient care.

PRINCIPAL OFFICE
The Society's principal office shall be located in Zurich Switzerland

MEMBERS

Membership – Membership shall be limited to persons who are interested in the furtherance of the purpose of the Society and whose application for admission has been submitted to the Board of Directors and reviewed by the Membership Committee. Membership will be approved by the Board of Directors.

Annual Membership Fee – The annual membership fee shall be as proposed by the Board of Directors and approved by the majority of the Members at a general Society meeting.

Resignation – Any Member may resign by delivering to the Board of Directors of the Society a written resignation. Any Member may be required to resign by a vote of three-quarters of the Members at a general Society meeting.

Manner of acting – The society acts through:

1. The general assembly of the societymembers
2. The Board of Directors
3. Committee for account auditing

General Assembly Meetings – At every general Society meeting, in addition to
any other business that may be transacted, the report of the Board of Directors and a financial statement shall be presented.
A general society meeting shall be held every two years.
The general society meeting has the following authorities:

• Election of the Board of Directors
• Election of the president
• Election of the committee for account auditing
• Election of committees and their respective members (§7.)
• Approval of the report of the Board of directors
• Approval of the financial statement (Treasurer´s report)
• Approval of the committee for account auditing's report
• Approval on the use of the assets
• Approval of regulations of the society's activities
• Approval of changes or additions to the bylaws
• Closing of the society or cooperation with other societies
• Approval of any business of the society

Special Meetings – Special meetings of the Members may be called by a majority of the Board of Directors or the President or if at least 1/5 of the members of the society
request it.

Time and Place of Meetings – Meetings of the Members of the Society shall be held at the principal office of the Society or at such other place designated by the Board of Directors at such times as designated by the Board of Directors.

Notice of Meeting – Written notice stating the place, day and time of any meeting and the purpose or purposes for which the meeting is called shall be given to each Member at least 10 days prior to the meeting.

In the case of a special meeting, notice shall be given at least 28 days prior to the meeting.

A written waiver of notice signed by a Member shall be equivalent to giving such notice. Attendance of a Member at a meeting shall also constitute waiver of notice of such meeting, except when the Member attends for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because a meeting is not lawfully called or convened.

Member Quorum on Voting – The members present in person at any duly called
meeting or represented by proxy shall constitute a quorum. The affirmative vote of a majority of the members at the meeting shall be an act of the members.

Changes to the bylaws or the dissolution of the society requires a vote of two thirds (2/3) of the members present at a society meeting for which there is a quorum.

Voting – Each Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members.

Board of Directors

General Powers - The business and affairs of the Society shall be exercised by or under the authority given to the Board of Directors by its members.

The Board of Directors prepares the respective reports for the General Society Meeting and presents a yearly report to the members of the society that will include the report of the committee for account auditing.

Number, Qualification, Election and Tenure –The Society shall have twelve (12) Directors selected or elected from time to time in accordance with these Bylaws. The number of Directors may be increased or decreased from time to time by election in accordance with these Bylaws.

The Directors shall be elected by a majority vote of the Members present at a general Society meeting of the Members.

The Chairmen of certain of the Society's committees may serve on the Board of Directors. Accordingly, the election or selection of those Chairmen in accordance with these Bylaws shall apply for purposes of electing a Board of Directors.

The Directors shall include the following Officers and other Members of the Society:

• President
• Vice President and President Elect
• Past President and Chairman of Nominating Committee
• Secretary General
• Treasurer
• Chairman Membership Committee
• Chairman Program Committee
• Chairman Newsletter Committee
• Chairman, Meeting Committee
• and two (2) Members-at-Large.

The Secretary General and the Treasurer each shall hold office for a term of four (4) years; their terms shall overlap for two (2) years. The term of office for all other members of the Board of Directors shall be two (2) years.
During each General Society Meeting, a new Secretary General or a new Treasurer will be elected to succeed the current official whose term is up. They shall hold office until his/her successor is elected and qualified, or until removed from office, or death.

Board meetings - The president set time and place for the annual meeting. He informed the board of directors in time about the upcoming affairs. The meetings of the Board of Directors should be minuted.

Special Meetings - Special meetings of the Board of Directors may be called by the President who set time and place.

Telephone Meetings - Directors may participate in-meetings of the Board of Directors called by the President by means of a conference telephone or similar communication equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

Notice and Waiver - Written notice of any meeting shall be given at least twenty-one (21) days prior to.the date of the meeting to each Director. Any Director may waive
notice of any meeting, either before, at, or after such meeting by signing a written waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

Member Quorum on Voting - A majority of the Board of Directors shall contitue a quorum fort he transaction of business at any meeting of the Board of directors. The act of a majority of the Board members present at a meeting at which a quorum is present shall bet he act of the Board of directors. In the event of a tie in President of the Society shall have the deciding vote.

Vacancies - Vacancies in offices shall be filled by election by majority vote of the Board of Directors for the unexpired term of such Officers. The interim decision is just valid till the next regular election date.

Removal - Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a 2/3 majority of the Board of Directors whenever, in its judgment, the best interests of the Society will be served thereby.

Compensation of Officers - Officers, as such, shall not receive any stated compensation for their services. However, the Board of Directors may, by resolution, authorize the reimbursement of Officers for expenses incurred in attending meetings and otherwise discharging their duties as Officers and Officers may be reimbursed for reasonable expenses incurred in performing their duties

Executive Committee

The Society shall have an Executive Committee. The Executive Committee shall consist of the following Officers:

• President
• Vice President and President Elects
• Secretary General
• Treasurer
• and Past President and Chairman of Nominating Committee.

Duty of Executive Committee - The Executive Committee shall consult with and advise the Officers of the Society in the management of its affairs and shall have and may exercise, to the extent provided in resolutions of the Board of Directors, such powers of the Board of Directors as can be lawfully delegated by the Board.

Executive Committee Meet - The President of the Society shall be Chairman of the Executive Committee. Regular meetings of the Executive Committee shall be called by the President and may be held at any time and place as determined by the President provided that at least fourteen (14) days written notice of such meeting shall be provided to each Member of the Committee. Any Member may waive notice of any meeting, either before, at or after such meeting by signing a waiver of notice.

Vacancies - Vacancies on the Executive Committee shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.

Manner of Acting - Any three (3) members of the Executive Committee represent a qorum. The acts of a majority of the Members of the Executive Committee present at a
meeting at which there is a quorum shall be the act of the Executive Committee. Resolutions of the Executive Committee shall be submitted to the board of Directors for ratification.

Compensation of Executive Committee Members - Executive Committee Members, as such, shall not receive any stated compensation for their services as Members of the Executive Committee. However, the Board of Directors may, by resolution, authorize the reimbursement of Members of the Executive Committee for expenses incurred in attending meetings bf the Executive Committee and Members of the Executive Committee may be reimbursed for reasonable expenses incurred in performing their duties as Members of the Executive Committee.

Other Committees

Creation of Other Committee

The Society shall have a Membership Committee, a Program Committee, a Newsletter Committee and a Meeting Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more other committees. Such other committees shall have such functions and may exercise such powers of the Board of Directors as can be lawfully designated and to the extent provided in the resolutions creating such committee or committees.

Meetings of Other Committees - Regular meetings of other committees including the
Membership Committee, Program Committee, Newsletter Committee and Meeting Committee, shall be called by the Chairman of the committee and may be held at any time and place as determined by the Chairman of such committee provided that at least twenty-one (21) days written notice of such meeting shall be provided to each Member of such committee.

Any Member may waive -notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting except when a Member states at the beginning of the meeting any objection to the transaction of business because the meeting was not lawfully called or convened. No error or admission in giving notice of any meeting shall invalidate such meeting or make void any proceedings taken at the meeting.

Chairman - The Past President of the Society shall act as the Chairman of the Nominating Committee. The Chairmen of the other committees shall be elected by the Members of the Committee.

Vacancies - Vacancies on any committee shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.

Duties - The chairman of each committee shall report their resolutions to the Board of Directors and to the members of the society.

Compensation of Committee Members - The compensation is analog to the compensation for Executive Committee (6.6).

Fiscal year

The fiscal year shall begin on the first day of January and on the last day of December in each calendar year.

The audit committe is responsible for the audit of the annual financial statement. The committee consist of at least 1 person. The generalassembly elects the members of the account auditing committee. Members of the account auditing committee are not
required to be member of the society.

Non-profit organization - The Society will not have or issue shares of stock. No dividends will be paid. No part or the income or assets of the Society will be distributed to its Members, Directors or Officers without full consideration. No Member of the Society has any vested right, interest or privilege in or to the assets, property, functions or activities of the Society. The Society may contract in due course with its Members, Directors and Officers without violating this provision.

Dissolution of the Society

The dissolution of the society requires a vote of two thirds (2/3) of the members present at a society meeting for which there is a quorum. Upon dissolution, the assets of the society shall be distributed according to the resolution of the members of the meeting.