By-laws

Society of European Robotic Gynaecological Surgery

BY-LAWS

Approved during Business Meeting on May 23, 2014

 

Contents:

Article 1:       Name, Location and Representation

Article 2:       Missions of “The Society”

Article 3:       Membership

Article 4:       Meetings of “The Society”

Article 5:       Membership Dues

Article 6:       Council and Officers

Article 7:       Committees

Article 8:       Elections

Article 9:       Compensation

Article 10:     Conflict of Interest

Article 11:     Amendments

Article 12:     Dissolution

 

Article 1: Name, Location and Representation

The name of “The Society” is: Society of European Robotic Gynaecological Surgery (SERGS) herein after referred to as either “SERGS” or “The Society”.

o    Address: Duwijckstraat, 17, 2500 Lier, Belgium

o    Seat of Society: Duwijckstraat, 17, 2500 Lier, Belgium

o    Operational address, address of the company in charge of the Administrative Office: c/o Ismar Healthcare NV-SA Duwijckstraat, 17, 2500 Lier, Belgium

o    Language: English shall be the official language of “The Society” and shall be used for all Society purposes

o    Composition and Representation: SERGS consists of individual members with a professional interest in the study of robotic techniques in gynaecologic surgery: clinicians or scientists or nurses. SERGS strives for a wide representation of the scientific and medical communities worldwide.

o    Membership in “The Society” can be terminated for non-payment of dues in accordance with established Policy and Procedures of “The Society”.

Article 2: Missions of “The Society”

SERGS is a non-profit organization for the study of Robotic techniques in Gynaecologic surgery aiming:

o    To create an open European platform of individual professionals dedicated to the evolution and development of robotic surgery;

o    To provide and develop standards and supervision for training and teaching in Robotic Surgery ;

o    To encourage Evidence Based Practice in order to define indications, surgical techniques and scientific research;

o    To promote exchange of results through local and international meetings;

o    To collaborate with industrial organizations in order to encourage new developments;

o    To promote communication with other relevant scientific organizations.

Article 3: Membership

Membership is open to any individual with a professional special interest in robot assisted surgery in Gynaecology.

Categories of Membership:

Full membership:

o    Medical Doctors;

o    Operating theatre staff, including nurses and technicians;

o    Citizens of Europe and other nations;

o    He/She will enjoy all rights and privileges of “The Society” as defined by the Bylaws.

o    Only active members can vote and be elected as officers or council members

Senior Membership:

o    A member may request Senior Membership status upon retirement from professional activities as reviewed by Council.

o    He/she is not allowed to vote on Society matters.

o    He/she should have the option to subscribe to the journal of “The Society”.

Associate Membership:

Students, nurses, fellows in training or individual allied professionals and with an interest in robotics with diversified membership fees.

Honorary Membership:

To be eligible for Honorary Membership, an individual must have made outstanding contributions to Robotic surgery or allied areas. Honorary Members shall enjoy all the rights and privileges of “The Society”, except that they shall not be entitled to vote or hold elected or appointed office in “The Society”. They are not required to pay dues.

Affiliate membership:

o    Affiliate membership will generally be determined when a national robotic or other society holds an agreement with SERGS for its individually named membership to hold Affiliate SERGS membership.

o    These agreements must be agreed by Council on an individual society basis.

o    The membership fee that each other society pays to SERGS per Affiliate member requested shall be determined by Council and will be the same cost per individual for each requesting society within each calendar year. SERGS Council may renegotiate this cost as and when is required with the other societies. The totalled cost shall be paid to SERGS by the other Society in an annual lump sum directly prior to the SERGS AGM each year to allow an accurate update of membership before the AGM.

o    Affiliate membership confers membership of SERGS for their individually named members from 1 January till 31 December of the year in which the subscription was paid only, provided all individuals named are accepted to SERGS membership under the nomination and approval rules in Article 3. The other society shall be reimbursed accordingly if any of their individually named members are rejected by Council.

o    Further Affiliate members may be able to be added by other societies on an ad hoc basis at other times in the year if it is required and Council agrees.

o    Affiliate members shall be entitled to enjoy all rights and privileges of full members of “The Society” as defined by the Bylaws including the right to vote, hold office on SERGS Council, and eligibility for discounted rates.

o    Membership rejection of Affiliate members remains the right of SERGS Council under the rules outlined in Article 3.

Nomination and Approval of Membership

All applications for full membership shall be via the appropriate application system along with simultaneous payment of the appropriate membership fee.  Having paid the membership fee, applicants will be eligible to apply for any discounts open to SERGS full members to attend the SERGS Annual Conference and they will be considered to have active membership and be eligible to vote. The membership year shall be from 1 January till 31 Dec of the year in which the subscription was paid only.

Completed applications shall then be assessed by the Membership Committee, and any that are considered to be inappropriate shall be referred to Council with whom the final decision as to the granting or refusal of Membership rests. Membership rejection shall require two thirds of Council to agree after careful discussion. The Society shall not be required to state the reason for its decision. If membership is refused then the membership fee will be refundedless any conference discounts that have been claimed by the applicant.

 

Termination of Membership

Council may terminate by vote, any member who does not comply with “The Society”’s By-Laws.

 

Article 4: Meetings of “The Society”

a.     Annual Meeting:

o    “The Society” shall meet annually, or more frequently on demand.

o    The meeting shall be chaired by a President, or his/her nominee, to be elected by the Council.

b.    Business Meeting of “The Society”:

o    The business meeting will occur during the annual meeting and be open to all members in good standing.

o    Minutes of previous meeting as well as new business will be discussed. Future meeting sites and programs will be reviewed. Any action of the members shall be effective upon approval of a majority of those members in attendance at any members’ meeting, or if action is taken by electronic voting of all members in good standing, upon approval of a majority of members.

Article 5: Membership Dues

a.     Annual Dues

Annual dues for all categories of membership shall be defined by council. Payment of annual dues entitles the active member

o    To vote,

o    hold office,

o    enter the restricted website, and

o    other benefits of membership.

b. Payment of Dues

o    Annual dues are to be paid at the beginning of each calendar year in accordance with established Policy and Procedures of “The Society”.

 

Article 6: Council and Officers

a.     Council and Officers

o    “The Society” shall have an Executive Council composed of twelve (12) duly elected members of “The Society” in good standing.

o    Newly elected members of Council assume office following the annual meeting of the membership.

o    Appointment of Council members shall be effective upon approval of a majority of active members present at the business meeting.

o    Council consists of the President, Immediate Past President, President Elect, Vice-President, Secretary/Treasurer, and seven (7) elected members.

o    Encouragement will be given for up to 2 non-surgically qualified members to be part of the Council.

o    Co-opted members may be invited at the discretion of the Council but with no voting right.

o    The term of office for the elected officers is two (2) years.

o    Council members can be re-elected for one additional two-year term.

b.    Authority

o    The affairs of “The Society” shall be governed by Council who shall act on behalf of “The Society” with discretion to carry out general mission of “The Society” as governed by the Articles of Incorporation and/or Letters Patent, Bylaws, Conflict of Interest Policy, established Policies and Procedures and applicable law.

o    Attendance by simultaneous telecommunication may be permitted. Actions of Council to be considered shall be taken upon majority approval of the voting members of Council at a meeting. Reasons for removal may include non attendance at council meetings.

Article 7: Committees

o    Nominating Committee

o    Education Committee

o    By Laws Committee

o    Membership Committee

o    Scientific program Committee

o    Communication Committee

Elections of Chair Persons will be determined by Council

Each committee should have 1 chairperson and maximum 3 members.

 

Article 8: Elections

8.1 “The Society” shall hold elections biennially for vacant positions. Only active members in good standing with “The Society” shall be entitled to vote or hold elective office or committee positions.

8.2 Elections for Ordinary Members of Council

The Nominating Committee will seek proposals electronically from the membership two months prior to the biennial Annual General Meeting of the Society for nominations for vacant Ordinary Member positions on Council. The Nominating Committee will then provide a list of candidates for electronic voting via the Society website one month prior to the Annual General Meeting. Society Members with voting rights will then be able to vote for their preferred candidates electronically. For example, if two Ordinary Member positions are available, then voting members will vote for their two preferred candidates from the list provided by the Nominating Committee. The Nominating Committee should ensure adequate choice for Society Members to vote on, with the limitation of ensuring that the Society is correctly geographically represented according to its membership where possible. The Nominating Committee shall ensure that the candidates for nomination comply with the rules and policies of “The Society”. Candidates receiving a simple majority of votes shall be elected.

8.3 Elections for Officer Positions on Council

The Nominating Committee will seek proposals from the Council one month prior to the biennial Annual General Meeting of the Society for nominations for vacant Officer positions on Council. The Nominating Committee will then provide a list of candidates to be voted upon by Council at the Council Meeting at the beginning of the Annual General Meeting. The Nominating Committee should ensure adequate choice for Council Members to vote on where possible.

8.4 The Nominating Committee

The Nominating Committee will consist of the President-Elect, the President and the immediate Past-President with one other council member. The Nominating Committee will be chaired by the Past-President who will have a casting vote if necessary in deciding the nominations list.

 

Article 9: Compensation

Any person may be paid compensation for services or expenses rendered to “The Society” in his/her capacity as a member of Council, an officer, and employee or otherwise, as the Council shall deem reasonable.

 

Article 10: Conflict of Interest

a.     Existence of Conflict: Disclosure

o    A conflict of interest may exist when the direct, personal, financial interest of any Council members competes with, is adverse to, or diverges from the interests of “The Society”. If any such conflict of interest arises with regard to a matter requiring action by Council, or if a member retains a significant financial interest, which may reasonably appear to be affected by an action of Council, then the interested party shall disclose such interest to Council. Council shall determine if any such conflict exists and, in particular, Council shall determine the specific interests of “The Society” at issue. Council shall not deem a conflict of interest to exist, if standing alone, a Council member also serves as a director, officer or member of a nonprofit or charitable organization, which solicits or receives funds from institutions or individuals from which “The Society” also solicits and receives funds.

o    Conflicts of interest should be declared at the beginning of any business, council or annual meeting.

b.    Non-participation in Vote

o    If Council determines that a member has a conflict of interest with respect to a certain action, hereinafter referred to as “Conflicted Member”, then the Conflicted Member shall not vote on or participate in the final deliberation or decision regarding the matter under consideration. The Conflicted Member, in addition, shall not be present during such deliberation, discussion or vote, unless requested by Council to discuss, prior to Council’s deliberation, any relevant information.

Minutes of Meeting

o    The minutes of meetings of Council shall reflect that the conflict was disclosed. Also, minutes shall indicate that the Conflicted Member was not present during the final discussion or vote on a particular matter and that he did not participate in deliberations or vote on such action or issue.

Annual Review

o    Members of Council shall review potential conflict of interest at the first Council meeting following disclosure.

Article 11: Amendments

The Bylaws of “The Society” may be amended according to the following procedure:

o    Amendments to the Bylaws shall be proposed by any active member of “The Society” and submitted to the Council in case the By Laws Committee has not been constituted yet. The By Laws Committee will meet annually and present a report to council prior the annual general meeting. Upon the approval of Council, any amendments will be submitted to the member ship at least 30 days prior to the next meeting of “The Society”.

o    The amendment(s) shall be adopted and the Bylaws shall be so amended upon two-thirds (2/3) affirmative vote of active members present at the business meeting, or electronically.

Announcement of the results of the vote shall be communicated to the memberships by the Secretary Treasurer.

 

Article 12: Dissolution

Upon dissolution of “The Society”, all assets, after payment of all debts and liabilities of “The Society”, shall be paid and be distributed to one or more non-profit corporations, funds or foundations engaged in medical research devoted to gynaecological disease, to be designated by a majority of Council holding office at the time of dissolution.

“The Society” shall be dissolved when it is deemed by the membership that there is no longer interest in or the need for “The Society”.

Dissolution shall be proposed, processed and voted upon in the same manner as stipulated in these Bylaws for Amendments.

 

Essen, May 23, 2014