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ISFR Constitution and Byelaws
ARTICLE I
PURPOSE
The International Society for Fracture Repair is an organisation 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.
ARTICLE II
PRINCIPAL OFFICE
The Societys principal office shall be located where the Board of Directors may from time to tome determine.
ARTICLE III
MEMBERS
Section 1 Qualifications 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 Secretary General, reviewed by the Membership Committee and recommended by the Membership Committee as a Member and approved by the Board of Directors.
Section 2 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.
Section 3 Resignation Any Member may resign by delivering to the Secretary General 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.
Section 4 General Society Meetings The Directors and Officers of the Society shall be elected every two years at a general Society meeting of Members. 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.
Section 5 Special Meetings Special meetings of the Members may be called by a majority of the Board of Directors or the President.
Section 6 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.
Section 7 Notice of Meeting Written notice stating the place, day and time of any meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each Member at least twenty-eight (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.
Section 8 Action without Meeting Any action of the Members may be taken without a meeting, without prior notice and without a vote if a consent in writing setting forth the action so taken is signed by a majority of the Members of the Society. Within ten (10) days after obtaining such authorisation by written consent, notice must be given to those Members who have not consented in writing. The notice shall fairly summarise the material features of the authorised action.
Section 9 Member Quorum on Voting The Members present in person at any duly called meeting shall constitute a quorum. The affirmative vote of a majority of the Members at the meeting shall be an act of the Members, unless otherwise provided by law.
Section 10 Failure to Give Notice No error or omission in giving notice of any meeting, to Members of the Society shall invalidate such meeting or void any actions taken at the meeting.
Section 11 Voting Each Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 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.
Section 2 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 Officers of the Society and the Chairman of certain of the Societys committees shall serve on the Board of Directors. Accordingly, the election or selection of those Officers and committee 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; First Vice President and President Elect; Second Vice President; Secretary General; Treasurer; Senior Member-at- Large; Past President and Chairman of Nominating Committee; Chairman, Membership 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. 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.
Section 3 Annual Meetings The Board of Directors shall hold its annual meeting at such time and place as designated by the President for the purpose of the transaction of such other business as may come before the meeting.
Section 4 Special Meetings Special meetings of the Board of Directors may be held at such time and place as designated by the President of the Society.
Section 5 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.
Section 6 Action Without Meeting Any action of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken signed by all the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
Section 7 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.
Section 8 Quorum and Voting A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors.
Section 9 Vacancies Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Members.
Section 10 Removal At any meeting of Members called expressly for that purpose, any Director or Directors may be removed from office, with or without cause, by 2/3 majority vote of the Members entitled to vote at an election of Directors. New Directors may be elected for the unexpired terms of the Directors removed from office at the same meetings at which such removals are voted. If the Members fail to elect persons to fill the unexpired terms of removed Directors, the vacancies may be filled in accordance with provisions in these Bylaws for vacancies with approval by the President.
Section 11 Compensation Directors shall not be entitled to remuneration for their services as Directors, however, the Board of Directors may, by resolution, authorise the reimbursement of Directors for expenses incurred in attending Board of Directors meetings and Directors may be reimbursed for reasonable expenses incurred in performing their duties.
ARTICLE V
OFFICERS
Section 1 Officers The Officers of the Society shall be the President, First Vice-President, Secretary General, Treasurer and such additional Vice-Presidents and other Officers and assistant Officers as may be deemed appropriate by the Board of Directors.
Section 2 Election and Term of Office The Officers shall be elected by the Members after being nominated by the Chairman of the Nominating Committee at the general Society meeting of Members. Each Member of the Board of Directors of the Society shall hold office for a two-year term, except for the Secretary General and Treasurer who shall serve for a four-year term. Each Officer shall hold office until his successor shall have been duly elected and qualified, or until his earlier resignation, removal from office, or death.
Section 3 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 judgement, the best interests of the Society will be served thereby.
Section 4 Vacancies Vacancies in offices shall be filled by election by majority vote of the Board of Directors for the unexpired term of such Officers.
Section 5 Duties The President shall preside at all meetings of the Board of Directors and of the Members. The First Vice President shall preside in the absence of the President. Subject to the foregoing, the Officers of the Society shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by these Bylaws or as may be assigned to them from time to time by the Board of Directors.
Section 6 Compensation of Officers Officers, as such, shall not receive any stated compensation for their services. However, the Board of Directors may, by resolution, authorise 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.
ARTICLE VI
EXECUTIVE COMMITTEE
Section 1 Executive Committee The Society shall have an Executive Committee. The Members of the Executive Committee shall consist of the following Officers and other Members of the Society: President; First Vice President and President Elect; Second Vice President; Secretary General; Treasurer; Senior Member-at-Large; and Past President and Chairman of Nominating Committee.
Section 2 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, tot he extent provided in resolutions of the Board of Directors, such powers of the Board of Directors as can be lawfully delegated by the Board.
Section 3 Executive Committee Meetings 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. 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 omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee shall invalidate such meeting or make void any proceedings taken at the meeting.
Section 4 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.
Section 5 Manner of Acting 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
Section 6 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, authorise the reimbursement of Members of the Executive Committee for expenses incurred in attending meetings of 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.
ARTICLE VII
OTHER COMMITTEES
Section 1 Creation of Other Committees 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.
Section 2 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.
Section 3 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.
Section 4 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.
Section 5 Manner of Acting The acts of a majority of the Members of a committee present at a meeting at which there is a quorum shall be the act of such committee.
Section 6 Compensation of Committee Members Committee Members, as such, shall not receive any stated compensation for their services as Members of the committee. However, the Board of Directors may, by resolution, authorise the reimbursement of Members of the committee for expenses incurred in attending meetings of the committee and Members of the committee may be reimbursed for reasonable expenses incurred in performing their duties as Members of the committee.
ARTICLE VIII
NON-PROFIT OPERATION
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.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1 Judgements, Fines, Settlements and Expenses The Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a Director, Officer, employee or agent of the Society or is or was serving at the request of the Society as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, against expenses, (including attorneys fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted wilful misconduct or recklessness.
Section 2 Expenses To the extent that a Director, Officer, employee or agent of the Society has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article or in defense of any action, suit or proceeding referred to in Section 1 of this Article or in defense of any claim, issue or matter therein, he shall also be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
Section 3 Advancement of Expenses Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Society in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Society pursuant to this Article VIII.
Section 4 Non-Exclusivity of Article VIII The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be a director, Officer, employee or agent of the corporation and shall inure to the benefit of the heirs, executors and administrators or such a person.
ARTICLE X
FISCAL YEAR
Unless otherwise determined by the Board of Directors, the Society shall have a fiscal year which ends on December 31.
ARTICLE XI
AMENDMENTS
Section 1 Amendment to Bylaws These Bylaws may be altered, amended or repealed by the vote of a majority of the members at any regular or special meeting duly convened after notice of that purpose.
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