BYLAWS AND CONSTITUTION


ARTICLE 1


NAME, SEAT AND DURATION

Under the name “International Society of Neuropelveology (ISoN)” (hereinafter referred to as “the Society” or “the ISoN”) an association is established according to Art 60 et sequ of the Swiss Civil Code. The Society has its legal seat in Cham/Zug, Switzerland. Its duration is unlimited.

ARTICLE 2


PURPOSE AND OBJECTIVES

  1. The purpose of the Society is to be the premier international society for education and research in neuropelveology. This vision shall be achieved in particular through meetings, discussions and publications.
  2. The objectives of the International Society of Neuropelveology shall be:
    • To stimulate basic and applied research and the dissemination of knowledge on all aspects of neuropelveology;
    • To stimulate basic and applied work in the field of neuropelveology;
    • To contribute to the standardization of terminology and evaluation of diagnostic and therapeutic procedures in the field of neuropelveology;
    • To recommend standards of training in neuropelveology;
    • To represent neuropelveology in affiliated societies whenever joint scientific action is appropriate;
    • To establish and maintain relations with other organizations and societies and to promote activities which further the purpose and objectives of the Society.
  3. The Society shall be a non-profit, scientific organization, which pursues exclusively and directly the non-profit objectives as mentioned above in para 1 and 2.
  4. The Society acts non-profit-making and does not primarily pursue economic purposes. The funds of the Society may be employed for statutory purposes only. No person may profit from expenditures which are foreign to the Society’s purpose and objectives or from disproportionately high remuneration.
  5. The Society sees itself as an institution acting in the common public interest and is politically and denominationally neutral.

ARTICLE 3


MEMBERSHIP CATEGORIES

  1. The Society shall consist of individual members, emeritus members, honorary members and institutional members.
  2. Individual Members: The society shall be open to all individuals who share the purposes of the society and are either surgeons or physicians. Additionally, surgeons and physicians in training shall be eligible for individual membership.
  3. Institutional members: Corporate bodies may join the Society by application to the Secretary. In particular, all disciplines, working groups and other societies with an interest in neuropelveology or related academic disciplines in natural or human sciences shall be eligible for institutional membership.Institutional members shall have a constitution, which conforms to the purpose and objectives of the ISoN, as specified in Article 2. In particular, they must be non-profit making bodies and have a Constitution in accordance with their national laws.
  4. Emeritus Membership is open to Members who have reached the age of 65 years and who are no longer in full clinical practice. Emeritus Membership status will be confirmed by the Board and shall be subject to approval by the Board. Emeritus Membership status will be communicated to the General Assembly.
  5. Emeritus Members shall have no voting rights on matters concerning the ISoN unless they are elected members of the Board.
  6. An Emeritus Member shall:
    • pay an annual membership fee as to be determined by the Board from time to time;
    • be permitted to participate in all activities and meetings which are open to a Member to attend;
    • shall pay his or her contribution to the participation in any activities or meetings as if he or she were a Member;
    • be listed as an Emeritus Member in all relevant published material in which Members are referred to;
    • shall have no voting rights or rights of veto afforded to the Individual members in any ISoN meeting.

    Notwithstanding the foregoing provision, the general rights and obligations of Individual Members as defined in the by-laws shall continue to apply to Emeritus Members mutatis mutandis.

  7.  Honorary Members: The Society will, from time to time, honor individuals with outstanding and important contributions to neuropelveology by election to Honorary Membership of the Society on the advice of the Board. The number of election to Honorary Membership shall be limited to two each year. Proposals for candidature of Honorary Membership shall be submitted in writing with adequate documentation to the President at least six months before the meeting of the Board.

ARTICLE 4


APPLICATION PROCEDURE

  1. Individuals wishing to be admitted as members should submit their application to the President or to the Secretary of the Society at least three months prior to the General Assembly of the Society. Following information should be submitted in the application for membership: applicant’s curriculum vitae and a professional profile, the constitution of the organization, composition of the Board and names and addresses of members, respectively.
  2. Applications will be scrutinized by the President or by the Secretary of the Society and submitted for consideration to the next meeting of the Board. The Board will discuss the application and make the decision. All decisions of the Board with regard to applications are final and the Board shall not be required to state the reason for its decision.
  3. The same procedure shall apply to applications for institutional membership and to proposals for Honorary Membership.

ARTICLE 5


LOSS OF MEMBERSHIP

  1. Membership shall terminate upon the resignation or death of a member or by his/her expulsion. The resignation must be sent to the Board before the end of the relevant calendar month.
  2. Upon termination of membership, a member’s rights with respect to the Society’s assets shall terminate. Members who have resigned or have been expelled are liable for and shall pay all amounts outstanding to the Society including the whole or any balance of the current year’s membership fees as well as any debts and expenses that the Society has incurred on behalf of the said resigning or expelled members.
  3. The Society expressly reserves the right to commence debt recovery action and / or issue proceedings to recover any outstanding amounts for which a resigning or expelled member remains liable for after a period of 90 days after payment was first requested by the Society.

ARTICLE 6


  1. The Board may expel a member who:
    • acts against the interests of the Society;
    • directly or indirectly damages the reputation of the Society;
    • has been seriously disciplined by his/her national professional association or other competent body; or
    • fails to pay its annual membership fee or any amounts due to the  Society (including additional fees and expenses) within 60 days of the date of a payment request being sent by the Society to the Member’s office address or registered e-mail address.
  2. A member shall be automatically expelled:
    • at the date at which they are expelled by his/her national professional association or other competent body; or
    • at the date 30 days after the date of a letter of demand for payment sent to the Member’s office address or registered e-mail address for all amounts outstanding to the Society after at least 60 days pursuant to Art 6.1.d or Art 23 or at least at default in the payment of annual subscriptions for a period exceeding two years.
  3. Restoration of voting rights will become effective on resumption of payment of contributions and settlement of arrears as set out in those by-laws.
  4. Any decision by the Board to reinstate an expelled member shall be conditional upon prior payment of all amounts outstanding to the Society at the date of the meeting (to include the current year’s membership fees as well as any debts and expenses that the Society has incurred on behalf of the said expelled member), subject to any exemption in full or part granted by the General Assembly.
  5. Any member excluded from the ISoN may appeal to the Board for reinstatement if the circumstances under which the suspension or exclusion took place no longer apply. The appeal must be made in writing to the President with adequate documentation supporting the reasons for reinstatement.
  6. Furthermore, the expelled member shall have a right of appeal to the next General Assembly in person or in writing against the decision of the Board or their automatic expulsion. The decision of the General Assembly shall be final.

ARTICLE 7


MEMBERSHIP FEE

  1. The ISoN is a non-profit making scientific organization. Subject to approval by the General Assembly according Chapter IV of the by-laws, members have to pay an entrance fee and annual fees by direct debit to the Society’s bank, the amount of which is specified by the Board.
  2. The membership year will be from the 1st June.
  3. The ISoN shall not assume any financial responsibility in the organization of national or international congresses or courses.

ARTICLE 8


ORGANIZATION OF THE SOCIETY

  1. the General Assembly;
  2. the Board;
  3. the Control Commission.

ARTICLE 9


GENERAL ASSEMBLY

  1. The General Assembly shall meet in regular session once every year and it shall be called by the Board. The place and day of the meeting of the General Assembly shall be decided upon by the preceding Ordinary General Assembly. If unavoidable, the Board shall decide upon another place and/or day of the meeting and inform the members forthwith.
  2. The notice of meeting shall be mailed not later than 6 weeks before the day of the meeting. The notice shall include the provisional agenda as proposed by the Board.
  3. Any member may request the addition of items to the agenda by way of an application to be received by the Board not later than four weeks before the day of the meeting. Copies of such request(s) shall be circulated to members not later than three weeks before the day of the meeting and the agenda shall be amended accordingly.

ARTICLE 10


  1. The Board may convene an Extraordinary General Assembly for good cause.
  2. The Board must convene an Extraordinary General Assembly following the request of at least one fifth (1/5) of all members. Such request must state the grounds for calling an Extraordinary General Assembly and it shall include an agenda. In all other respects the provisions of Art 9 shall apply correspondingly.
  3. If there are less than two Board members, any two members of the Society may convene an Extraordinary General Assembly to fill the Board vacancies.

ARTICLE 11


The General Assembly shall have the following exclusive powers:

  1. Election of the President, the Vice-President, the Treasurer, the Secretary as well as other members of the Board and the members of the Control Commission;
  2. Approval of the income and expenditure account and of the balance sheet and the annual budget;
  3. Ratification of the actions of the other bodies of the Society;
  4. Subject to chapter IV of the by-laws, the fixing of the entrance fees, if any;
  5. Modifications of and amendments to the by-laws, dissolution or fusion of the Society;
  6. Determination of the use of any assets after a liquidation procedure;
  7. The passing of a resolution on any other subject that the Board or at least two of the members suggest to the General Assembly.

ARTICLE 12


The President or in his absence another member of the Board shall act as Chairman of the General Assembly.

ARTICLE 13


In the General Assembly every member shall have one vote. Members that cannot participate may give a written proxy to another participating member. Such proxy must mention every proposal separately in order that the proxy holder may be duly entitled to vote thereon in accordance with instructions received from the member so represented.

ARTICLE 14


  1. The General Assembly shall decide by simple majority voting. At least four members of the Society must be present to validly cast a vote. In the event of a tied vote the President of the Board shall have a casting vote.
  2. In any meeting at which it is duly proposed that Art 1 and/or 2 of the by-laws were to be modified or amended, the quorum shall be ¾ of all the members present and at least half of the members of the Society must be present. Decisions in respect of the said articles shall require a ¾ vote of the members present.
  3. If a quorum cannot be obtained another General Assembly may be convened within 2 months and may take decisions on the matters of the above mentioned paragraph by simple majority of those voting and/or represented.

ARTICLE 15


BOARD

  1. The Board shall consist of the following officers and members:
    • The President;
    • The President-Elect;
    • The First Vice-President;
    • The Second Vice-President;
    • The Past-President;
    • The Secretary/Treasurer;
    • Any other member of the Board.
  2. The founding members shall be the permanent members of the Board. The Board shall be elected at the annual General Assembly every two years.
  3. The Officials shall serve for a maximum period of 4 years, except for the President and the past-President, who shall serve for a maximum period of 2 years. However, the founder of the ISoN, Prof. Dr. Marc Possover, will be appointed the first President in an honorary position until year 2018. After the General Assembly in the calendar year 2018, the President shall take office for a term of two years and shall not be eligible for re-election.
  4. In the event of the President not being able to continue in office, the President-elect shall succeed and serve until the next General Assembly.
  5. The First and Second Vice-Presidents shall serve for a term of two years. They shall be eligible for re-election for the same office.
  6. Decision taken at a Board meeting may be confirmed by a simple majority vote, which may include the Chair. In the event of a voting tie, the Chair of the meeting will have a further casting vote.
  7. It must be emphasized that the Membership of the Board reflects a leadership position and the outlined tasks do not necessarily mean that the individual must perform the tasks unassisted. Subcommittees (Special Interest Groups) may be formed under the supervision of the Board. The list of responsibilities for each Member is not exhaustive.
  8. The Treasurer may also function as Secretary of the Board, in corpore.

ARTICLE 16


  1. The Board shall decide on all matters of the Society which in accordance with the law or these by-laws do not fall within the competence of another body. The Board shall represent the Society regarding any third party and before the public. Any two officers of the Board shall sign jointly and bind the Society. Routine day-to-day matters shall be carried out for all legal purposes by the Secretary, or if the Secretary is not available, by any member of the board acting alone.
  2. Between each meeting of the General Assembly the Board shall manage the Society’s affairs by way of meetings, correspondence and by telephone and/or fax.
  3. The Board may appoint subcommittees from amongst the Society’s members. The Board may delegate its powers to these subcommittees. The Board shall limit these powers and functions of the subcommittees as it deems fit by a separate regulation. This regulation shall describe the goals, procedure, time-table and the manner whereby the results shall be presented to the Board.
  4. Should a vacancy occur among the Officers of the Board, the board shall have the power to coopt until the next General Assembly, unless otherwise specified.
  5. The Board shall in particular but not limited be responsible for:
    • The management of the affairs of the ISoN;
    • The organization of annual congresses, regional and other scientific meetings;
    • The establishment of the annual budget and the use of any available funds. The Board shall determine the actions and expenditures necessary to achieve the objectives of the ISoN. The Board shall present to the General Assembly a budget for the Society’s next fiscal year. Additionally, the Board shall present to the General Assembly an income and expenditure account and a balance sheet. In addition, the Treasurer shall give a report about the financial activities of the Society since the last annual General Assembly;
    • The establishment of standing and ad hoc committees necessary for the activities of the ISoN. The Board shall receive reports from these committees and inform the General Assembly with regard to such committees;
    • The preparation of the agenda for the General Assembly;
    • The existence of the adherence to special ethical guidelines for the relationship between the ISoN and related industry. These guidelines shall be prepared by the Board and a copy shall be kept by the Chairman of the Board;
    • Ensuring that the Articles of the Constitution are adhered to correctly.

ARTICLE 17


The President shall perform all duties usually associated with the office of President. The President shall be responsible for:

  1. Representing the ISoN;
  2. The President shall preside at all meetings of the ISoN;
  3. The President shall take the Chair at all Business Meetings. In the absence of the President, or if he/she declines to take the Chair, the president-Elect shall take the Chair;
  4. In the absence of both the President and the President-Elect, or if both decline to take the Chair, the 1st Vice-President shall take the Chair;
  5. In the absence of the President, the President-Elect and the 1st Vice-President, or if all three decline to take the Chair, the 2nd Vice-President shall take the Chair;
  6. If the President, President-Elect, the 1st and the 2nd Vice-President are absent, or if all of them decline to take the Chair, the members present will choose one of their number to preside.

ARTICLE 18


  1. The Secretary shall be responsible for certification of Membership; web site creation and management; appointment of administrative support staff; appointment of and liaison with conferences organisers; overall responsibility for logistic arrangements for ISoN, scientific meetings and instructional courses, notification of the membership of scientific meetings and instructional courses, the official correspondence of the Society, its records and archives. He shall prepare minutes of all meetings of the association and provide reports upon request about the activities of the Society, the Board and the subcommittees.The Secretary may receive compensation for his work and shall be reimbursed for the expenses incurred by him in carrying out his duties.The Secretary shall be elected for three years and may be re-elected.
  2. The Treasurer shall be responsible for maintaining the finance integrity of ISoN; handling of bank account(s) and investments where applicable; seeking sponsorship; calculating a suitable annual subscription level; supervise the Society’s finances and assets and may effect necessary payments alone.The Treasurer shall be elected for a period of three years and may be re-elected.

ARTICLE 19


  1. Unless otherwise stated, resolutions of the Board at its meetings shall be adopted on the basis of a simple majority of the members present. A quorum of the Board shall not be less than two.
  2. Resolutions adopted by written assent require the approval of all members of the Board. In the case of an equal vote the President shall have the casting vote. All decisions made by the Board shall be minuted in writing.
  3. Board meetings may be held via conference call, videoconference (Skype, Videoconferencing or Telepresence Systems, etc.) or by means of other telecommunication channels, unless a majority of the Board requests a meeting by personal attendance or unless the identification of the attendees at a Board meeting held via conference call, videoconference (Skype, Videoconferencing or Telepresence Systems, etc.) or by means of other telecommunication channels, cannot be sufficiently assured. Board meetings held via conference call, videoconference (Skype, Videoconferencing or Telepresence Systems, etc.) or by means of other telecommunication channels, shall be considered as held at the seat of the Society. Provisions applicable to Board meetings by personal attendance shall apply mutatis mutandis to decisions of the Board made via conference call, videoconference (Skype, Videoconferencing or Telepresence Systems, etc.) or by means of other telecommunication channels.

ARTICLE 20


CONTROL COMMISSION

  1. The General Assembly shall appoint two members or an external controlling society to constitute the Control Commission.
  2. The members of the Control Commission shall review the income and expenditure account and the balance sheet. They shall report in writing to the General Assembly.

ARTICLE 21


FINANCES

  1. The Society shall raise an annual membership fee. Based on estimated expenditures, the Board proposes to the General Assembly the amount of the annual membership fee. There shall initially be an annual membership fee of 50,- Eur for individual members and of one 50,- Eur for institutional members.
  2. Each new member pays an entrance fee.
  3. The General Assembly decides by simple majority vote about the amount of the annual membership and the entrance fee.
  4. The Board may increase or reduce the entrance fee for institutional members at its sole discretion.
  5. The ISoN may accept funds such as contributions, grants or donations from institutions, manufacturers, foundations and other sources, for the purpose of promoting the objectives of the ISoN.
  6. The finances of the ISoN shall be used exclusively to promote the purpose and objectives set out in Article 2, and for the proper management and administrative expenses of the ISoN.

ARTICLE 22


Only the Society’s assets shall be liable for the debts and obligations of the Society. There shall be no personal liability of members of the Society.

ARTICLE 23


The membership fee shall be due and must be paid within 60 days from date of the meeting of the current Ordinary General Assembly.

ARTICLE 24


  1. No expenditure shall be spent which has not been provided for by the members in the Society’s annual budget or that has not been approved by the Board.
  2. The Treasurer shall make payments according to the budget after this budget has been accepted by the General Assembly.
  3. The bank accounts of the Society shall be operated by the President (having single signatory rights) and the Treasurer (by signature at two). The Board may authorise other members to sign for the bank accounts.

ARTICLE 25


The financial year of the Society shall end on 31 December of each year. At the close of the financial year the balance sheet and the income and expenditure account shall be prepared by the Treasurer in accordance with the provisions of the law. Any surplus may be used according to the decisions of the General Assembly.

ARTICLE 26


DISSOLUTION - LIQUIDATION - MERGER

  1. A decision to dissolve the ISoN shall be taken by the General Assembly at a special meeting called for that purpose. The meeting must be composed of at least two thirds of all existing members. The foregoing shall also apply in matters of merger of the Society.
  2. Should this quorum not be reached, the General Assembly shall be reconvened within 12 months. This subsequent General Assembly may make a valid decision irrespective of the number of votes represented at the meeting. In no case may the Society be dissolved unless agreed to by a simple majority of the votes represented.
  3. In the event of dissolution of the ISoN, all funds then remaining after due provision for outstanding obligations shall be donated for the promotion of research and education in the field of neuropelveology or to a non-profit associations of a medical, educational or charitable nature at the discretion of the Board. A distribution of the remaining funds of the Society among its members is excluded.

ARTICLE 27


LANGUAGE AND COMMUNICATION

  1. The Society’s main language shall be English. The Society may use any other language to facilitate in correspondence with the members.
  2. Communication may be made in writing, by telephone- or videoconference (e.g. Skype, Videoconferencing or Telepresence Systems, etc.), per e-mail as well as by other telecommunication channels.

ARTICLE 28


APPLICABLE LAW AND PLACE OF JURIDICTION

  1. Swiss law and laws of the Canton of Zug are applicable.
  2. Place of jurisdiction is Zug.