THE INTERNATIONAL SOCIETY
FOR MOLECULAR ORTHOPAEDICS
(hereinafter called "the Society")
Object, Purpose, Scope and Language
The purpose of The International Society for Molecular Orthopaedics, a non-profit organization, is to bring together those individuals throughout the world, who, by their contributions and activities both in the area of research and clinical study, have or are indicating interest in techniques, experimental or clinical activities in this field.
Its further purpose will be to serve as a forum for the exchange of information of both an investigative and clinical nature which relates to Molecular Orthopaedics. It will seek to accomplish this by holding meetings and by disseminating information which may be made available to it as an organization either at these meetings or independently.
The official language of the Society shall be English.
Domicile Offices, Liabilities and Indemnification
The International Society for Molecular Orthopaedics will have its domicile principle office in Zurich, but the Society may also have offices in other places as shall be desired.
Individual members cannot be made liable for any liabilities of the Society as such. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under Constitution by-laws except only acts or omissions to act arising out of his willful misfeasance. The Society shall be liable for the acts or failure to act on the part of any other member, officer, agent or employee of the Society.
The Society shall indemnify any and all of its directors or officers or former directors or offi-cers or any person who may have served at its request or by its election as a director or officer of another corporation against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party by reason of being or having been directors or a director or officer of the Society or of such other corporation except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the per-formance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.
The General Meeting of the members of the Society shall be at a time and place designated by the Executive Committee and approved by the Society at the General Meeting of the preced-ing Meeting. The Meeting shall consist of a scientific session as arranged by the Program Committee, and a General Meeting consisting of two business sessions. Proposed sites for the future Annual Meeting shall be presented to the secretary at least one month before the annual meeting and voted upon at the first business session of the General Meeting. As soon as the site has been determined, one member shall be appointed by the Executive Committee as Site Conference Chairman for that meeting.
Conduct of the General Meeting: all meetings of the society shall be governed by the Parliamentary rules and uses contained in the most current edition of Robert's Rule of Order.
The convening of a General Meeting will be in accordance with the by-laws and the provisions of the law if one fifth of the members demand the convening of a General Meeting.
Unless otherwise provided voting shall be by the simple majority of those members present. The President shall have the casting vote.
Every member shall have the right to appeal to the courts within one month against any res-olution of the Society which breaches the Constitution or the law, always provided that he or she did not vote in favor of such resolution.
Membership in the International Society for Molecular Orthopaedics will be limited to individuals with demonstrated continuing interest in the problems of Molecular Orthopaedics. All active and senior members will have equal status. An active member must demonstrate a continuing interest in the subject and in the affairs of the Society, each shall be required to submit an accepted paper (see Article VIII, Section 4) for presentation at least every five years in order to retain membership. Annual payment of subscriptions, as these shall be proposed by the Executive Committee and approved at the General Meeting is required.
Membership shall be by invitation or application.
Prospective members must have sponsorship of two active members who will submit letters of recommendation
A curriculum vitae (in English) including a list of publications, must accompany the application request of an applicant.
A prospective member must submit to the Membership Chairman a manuscript appro-priate for inclusion in a General Meeting program and must present the accepted paper or poster. If the potential new member has presented a paper at an annual meeting of the Society within the last four years, this will satisfy the membership application requirement for a manuscript.
A prospective new member must be present at a meeting and present a paper or a poster during the Scientific Program of an Annual Meeting before being accepted into the Society.
Membership applications shall be reviewed by the Membership Committee. The Chairman of the Membership Committee will make recommendations to the Executive Committee at its meeting during an annual session. Final recommendations for new members will be made by the Membership Chairman to the members of the Society at the first business session of a General Meeting, for approval or rejection.
A member may not miss more than three meetings in succession without valid reasons accept-able to the Executive Committee.
Restrictions and limitations on the number of members may be determined by a majority of the active members at a General Meeting.
Expulsion from Membership:
This may be initiated if complaints or charges relative to a member are received in writing. These would then be referred to the Membership Committee. The Membership Committee would cause such investigation to be made as conforms to due process and submit a report to the Executive Committee. The Executive Committee could either act affirmatively or negatively upon the allegations. If the allegations were felt to be of sufficient seriousness to warrant removal from membership, this must be accom-plished by a vote of the members at a General Meeting of the subsequent Annual Meeting and will require three-fourths of the vote of the members present and vot-ing to remove from membership.
Failure to make annual payment of dues after due notification (as these shall be established by the Executive Committee) will result in cancellation of membership and attendant privileges.
Failure to comply with Article IV, Section I and Section 3, will subject the member to a review of his membership status.
Classification of Membership.
The size of the Society shall be limited, the size may be adopted at every General Meeting.
There is a mandatory change of status to Senior Membership at the age of 60 years or at the discretion of the Society, if retiring from his professional status. A senior member is not required to pay annual subscription dues. A senior member may attend Annual Meetings and participate in discussions. He will retain voting rights and can be elected to office.
Honorary Membership: Proposal for Honorary Membership will be made by the Membership Chairman upon direction of the Executive Committee. Election to Honorary Membership requires three-fourths of the vote of the active members present and vot-ing. An Honorary Member may attend Annual Meetings, participate in discussions and
has voting rights. Honorary Members will be neither candidates for elective office nor committee appointment. An Honorary Member will not be charged subscription dues.
Each member is entitled to invite one guest to an Annual Meeting, but the same guest may not be invited until two years have elapsed from the date of the guest's last attendance. The Secretary will tender the invitation.
Authors of papers presented at the Annual Meeting who are not members of the Society are considered guests of the Society, but are required to pay the usual fees for the meeting.
The President, Secretary and Conference Chairman may extend invitations to an Annual Meeting at their discretion. The President may waive the requirement for payment of registration fees for the meeting in the case of a Presidential Guest Speaker.
Physicians in training may be guests of a member. They will be required to have a letter of recommendation from their Chief of Service, and will then pay the fee for Accompanying Persons and Post-Graduate Students, (which is the cost of the social events charged equally across the board).
The officers of The International Society for Molecular Orthopaedics shall be a President, a Secretary, and a Treasurer. The President shall be elected for a term of three years. The Secretary and a Treasurer shall be elected for a term of two years. These officers shall be elected at the General Meeting and shall take office at the final business session of the same General Meeting.
The President shall be the principal Executive Officer of the Society and shall in general super-vise and control all of the business affairs of the Society. The President shall preside at all.
meetings of the members and will serve as chairman of the Executive Committee. The President will sign with the Secretary and the Treasurer any legal instrument which the Executive Committee or membership has authorized to be executed. The President shall appoint all com-mittees.
In the event of the death or incapacity of the President, the new President be determined by the Nomination Committee, and remains President until regular elections at the following General Meeting.
The Secretary shall keep Minutes of the Meetings of the Executive Committee and of the General Business Meetings of the Society. The Secretary will see that all notices are duly given in accordance with the desires of the membership and the officers of the Society. The Secretary shall keep a register of the addresses of each member which shall be furnished to him by each member. The secretary shall maintain the correspondence of the Society and keep records of all meetings of each Committee and in general perform all duties incident to the office of Secretary, have charge and custody and be responsible for all funds and assets of the International Society for Molecular Orthopaedics. The Treasurer shall receive and give receipt for moneys due and payable to the Society from any source what-soever, and to deposit all such moneys in the name of the Society in such banks and depos-itories as shall be appropriate. The Treasurer shall collect all funds and subscriptions and keep an itemized account of receipts and expenditures and present a report to the Society on an annual basis.
Subscriptions and Dues
The member's annual subscription shall be ? 100.00. It can be changed by the proposal to and approved by the General Meeting. Members will be liable only up to their individual subscription.
The Executive Committee shall be composed of the President, Secretary and Treasurer, and two more representatives of the Society.
This committee shall be made up of four members. The Chairman shall be the President. Three members shall be determined by the Executive Committee at the first business session of the General Meeting. The committee shall present nominations for the office of President, Secretary and Treasurer, and possible regional representatives. The regions are to be determined at the business sessions of the General Meetings. The Nominating Committee shall present its slate at the second business session of the General Meeting to be voted upon. Other nominations may be made from the floor at this time.
The committee will be composed of the President, the Secretary, and two more members of the Society that can be determined by the Executive Committee. The Chairman shall be that member with the longest tenure of office.
The Program Committee shall consist of three members, plus the President, and the Secretary. The three member committee shall serve staggered three year terms, one member being replaced each year. The Chairman shall be that elected member with the longest tenure of office.
In their deliberations the Program Committee shall classify papers into the following categories:
Accepted for the General Meeting Program as oral presentation or poster
Papers rejected. A rejected paper does not fulfill the requirements that each member shall submit an accepted paper or poster for presentation at least every five years in order to retain membership.
Provision is made by the inclusion of this section for the creation of other standing or ad hoc committees that may be appropriate for fulfilling the objects, purposes and scopes of this Society
Amendments to the By-Laws
All proposed amendments/alterations to the By-laws shall be submitted in writing to the President, signed by three members, at least three months before the General Meeting of the Society. These shall be distributed to the membership at least one month before the Meeting at which time they are to be voted upon. The President shall read them to the Membership at the First Business Meeting, and they shall be voted upon at the Second Business Meeting at the same annual meeting. A two-thirds majority is required for passage.
Upon special circumstances the President may recommend that the three month waiting peri-od be waived and the proposed amendment/alteration be submitted in writing at the First Business Session, a copy of which is given to each member present that he may study it. This amendment/alteration will be voted upon at the Second Business Session at the same annual meeting. A two-thirds majority is required for passage.
The dissolution of the Society may be resolved upon at any time. The Society will automati-cally seize to exist legally in the event of its insolvency or if there cannot be elected a President, a Secretary and a Treasurer in accordance with the Constitution.
After the dissolution of the Society, the remaining assets shall be transferred to an institution with an equal or similar purpose. The distribution of the remaining assets to the members of the dissolved Society is not possible.
This Constitution has been adopted at the meeting establishing the Society held on March, 29 2003 and has effect from this date.