- SECTION I: FORMATION AND PURPOSE OF THE ASSOCIATION
- SECTION II: COMPOSITION
- SECTION III: ADMINISTRATION AND FUNCTIONS
- SECTION IV: RESOURCES OF THE S.I.S. – ACCOUNTING
- SECTION V: BY-LAWS MODIFICATIONS AND DISSOLUTION OF THE SOCIETY
- SECTION VI: INTERNAL REGULATION – ADMINISTRATIVE FORMALITIES
SECTION I: FORMATION AND PURPOSE OF THE ASSOCIATION
Article 1: Constitution Nomination
An Association called Senologic International Society (hereafter called S.I.S.) is established. It is ruled by articles 21 to 79 of the local Civil Code, remaining in force by the law of Departments of
Haut-Rhin, Bas-Rhin and La Moselle, and also remaining in force by the French Civil Law of June 1st, 1924. The present statute will rule the formation and performance of the S.I.S.
It is officially registered with the TRIBUNAL D´INSTANCE, 45 rue du Fossé des Treize, B.P. 444, 67008 STRASBOURG CEDEX (Bureau 305 3éme étage), No. de Dossier 23/76 Tribunal d´Instance V35F58.
Article 2: Purpose
The purposes of the S.I.S. are:
- To bring together all Scientific Societies, Associations and Groups wherever in the World, aiming to the promotion of knowledge in Biology an Medicine in Human Sciences, related to the breast, in order to establish an International Federation, with the intention of advancing prevention, diagnosis and treatment of breast diseases, to spread senologic knowledge and to promote interaction with the community.
- To support and develop research, as well as encourage scientific publications related to the purpose of the S.I.S.; to organize meetings; to promote public consciousness, by using every available means of education, information and publicity.
- To cooperate with appropriate governmental authorities and services, and with International Health Organizations.
- To coordinate the scientific activities of different Associations and Societies. In order to achieve its goals the S.I.S. shall be free to cooperate with other persons or legal entities.
These actions will be the results of working meetings and periodical gatherings, various publications, conferences, scientific events, and all initiatives, which can assist in the realization of the purposes of the S.I.S. In all instances, the S.I.S. has no political, or religious purposes and is a non profit organization.
Article 3: Location
The Association is located in Strasbourg, France, Rue Des Grandes Arcades, 67000, under the designation SENOLOGIC INTERNATIONAL SOCIETY “S.I.S.”
The S.I.S. is composed of non-profit Associations, Societies, Scientific Institutions, and groups, aiming to the purpose specified in this By-Laws.
SECTION II: COMPOSITION
Article 5: Composition
The S.I.S. is formed by non-profit Active, Associate, and Honorary Members who will fulfill the conditions for admission described in Article 7.
Active Members: They pay their annual dues, and if dues are current their representatives have the right to speak and vote at the Assemblies of the S.I.S., and the Standing Committee Meetings.
Associate individuals: Individual members not belonging to affiliated Societies must be accepted by the Board of Directors, who will set the dues they will pay. The decision will be ratified by the General Assembly. Associate Members may speak but not vote at the General Assembly and may not attend the Standing Committee Meetings.
Associate Societies: The Board of Directors can give this title to persons or entities that are contributing or have rendered important services to the S.I.S. They do not have to pay dues; they have the right to participate and speak at the General Assembly, but do not have the right to vote.
International Scientific Council: Former Presidents and persons recommended due to their scientific prestige composes it. The proposals of the Board of Directors will be ratified by the General Assembly
Article 6: Subscription
The General Assembly upon recommendation of the Board of Directors will fix the annual dues for Active and Associate members.
Article 7: Conditions for admission
The acceptance of new members who satisfy the criteria for membership shall always be subject to the decision of the Board of Directors. Admission requests should be submitted to the Secretary General. Each Member accepts the responsibility to respect the By-Laws, which are communicated to him/her upon his/her acceptance. The admission of a new member is subject to ratification by the General Assembly , upon recommendation of the Board of Directors.
Article 8: Withdrawal of Membership
Membership is withdrawn in case of:
- Resignation submitted in writing to the President of the S.I.S.
- Decision of the General Assembly in case of moral or material harm to the S.I.S.
- Unjustified delay in settlement of annual dues. Before a decision is taken, the member will be requested to explain in writing the reasons of his behavior.
Article 9: Responsibility of Members
No member of the S.I.S. may be held individually responsible for commitments made by the S.I.S. or its Board of Directors.
SECTION III: ADMINISTRATION AND FUNCTIONS
Article 10: Board of Directors
The S.I.S. is administered by a Board of Directors, which shall consist of: • President
• President Elect
• Immediate Past President
• Vice Presidents
• Secretary General
• Deputy Secretary*
• Chairman of the Standing Committee
• Chairpersons of last and upcoming International Congresses
• Five Members at large.
* The Deputy Secretary, will be appointed by the President.
* The Deputy Secretary, will be appointed by the President.
The board members shall be elected for a period of two consecutive calendar years beginning on January 1st of the year following the SIS World Congress.
Re-election to the same office is permitted except for the offices of the President, the President Elect, or the immediate Past President.
The Vice-Presidents shall come from the different geographical areas of the World. They may not be the President Elect or a Past President. Additional Vice-Presidents shall be added when an area or continent requires representation.
Continental and area boundaries may be defined by a majority vote of the General Assembly.
Should a vacancy occur, the Board of Directors has the authority to replace the departing member until the time of the next General Assembly.
There shall be a maximum of six consecutive years for an individual to hold a post o¬n the Board of Directors, regardless of office. o¬nly individuals that having already served o¬n the Board of Directors and then elected as President Elect will be allowed to increase the time limits until completion of their office as President and Past President.
The Board of Directors meets at least o¬nce per year. Additional meetings can be requested by the President, or by o¬ne third of the members of the Board in writing to the President.
Decisions are made by a simple majority of the members present. In case of a tie, the vote of the President is decisive.
All decisions of the Board of Directors are registered in the minutes prepared and signed by the Secretary General and the President of the Board (or of the Meeting).
Article 11: Board of Directors: Composition and Duties
The Board of Directors shall have the following composition and duties:
The responsibilities or duties of the President are:
- Directing the S.I.S. for two years.
- Calling the meetings of the General Assembly at least every two years, Extraordinary General Assembly Meetings as necessary according to the By-Laws.
- Calling a minimum of one Board Meeting a year.
- Representing the S.I.S.
- Serving for two years on the Board as Past President.
- Selecting the members of the adhoc committees.
- Authenticating the certificates, minutes, and any documents issued by the S.I.S.
The President Elect
The responsibilities or duties of the President Elect are:
- Assisting the President
- Representing the President whenever he is absent.
The President Elect will be elected as follows:
- Two years in advance the candidates will submit their Curriculum Vitae to be elected in the next General Assembly.
- Each National Society will propose only one candidate.
- The President of the S.I.S.: and the President of the Congress may be the same person, but two different elections will take place.
- The election will take place and will be subject to the approval of the General Assembly.
The Past President
- The Past President shall remain on the Board of Directors for two years as Past President.
- The President, the President Elect and the Past President cannot be re-elected to the same office.
- A Vice-President shall be nominated for each continent or geographic area. The number of Vice Presidents may be changed by decision of the General Assembly, in accordance with additional geographical regions, which will be incorporated into the S.I.S.
- The Vice-Presidents are to assume responsibility for the region for which they have been elected. In case of resignation or unavailability of the President, the Vice-President of the same region shall act as the President until the next General Assembly.
The Secretary General
- Will deal with all documentation of the S.I.S.
- Will be in communication with the member societies, to keep them informed about the decisions of the Board of Directors and all matters concerning the General Assemblies.
- Must prepare accurate minutes of all meetings of the Board of Directors and the General Assembly.
- Must prepare the annual report on the activities of the S.I.S.
- Will sign jointly with the President all official documents of the S.I.S.
- He must oversee the functions of the secretariat.
The Deputy Secretary
- Serves as an aid, to help and facilitate the President’s duties.
- Will collect dues and perform all payments.
- Will keep accurate records of the assets of the S.I.S. and all transactions.
- Will administer properties of the S.I.S.
- Will present annual financial reports to the Board of Directors and to the General Assembly.
- Will communicate with the auditors and answer any questions raised by them.
- Will answer any questions raised by the Board of Directors.
- Will formulate and present a budget to the Board of Directors and the General Assembly.
The Chairman of the Standing Committee
- Will chair the Standing Committee Meeting.
- Will act as a liaison officer between the Board and the Standing Committee.
- Will communicate to the Board of Directors problems or questions that arising from the Member Societies as well as any proposals from the Standing Committee.
The Chairpersons of the last and upcoming S.I.S. Congresses
- These individuals shall organize the International Congresses with the assistance of the Board of Directors and of the Standing Committee.
Members at large
The members at large will serve on the Board of Directors in the following areas:
- Press and interactive communication
- Scientific relationships
- Specialties advisor
- International cooperation
Education: will propose and coordinate the organization of training courses, seminars, workshops, and conferences all over the world in all the fields of Senology.
Press and interactive communication: will be in charge of on-going and permanent communication with all member Societies.
Will be sending continuous information to journals and societies in order to keep the world informed about S.I.S. activities.
Scientific relationships: will search for scientific institutions that can be integrated into the S.I.S., either as active or honorary members.
Specialties advisor: will search for adequate representation for all the specialties related to Senology.
International cooperation: will propose and organize joint investigational projects with scientific societies or groups in different parts of the world.
Article 12: Election of the Board of Directors
Representatives to the General Assembly will elect the Board of Directors.
Article 13: Withdrawal from the Board of Directors
Any member of the Board of Directors, who fails to attend two consecutive meetings without reason, will be considered to have resigned. Directors will be replaced according to Article 10.
Article 14: Financial Transactions of the Association
The members of the Board of Directors/Officers/Committee Chairs and Committee Members serve without remuneration.
Any reasonable and documented expenses incurred during performance of duties by S.I.S. officers and upon approval of the Board of Directors will be reimbursed to them but only if supported by receipts.
The President and/or the Treasurer may process unbudgeted expense reimbursements for up to US dollars $1000.00.
Unbudgeted expenses that exceed US dollars $1000.00 require an explicit approval of the Board of Directors.
Article 15: The Standing Committee
The Standing Committee shall consist of representatives of the National Societies. Each of these shall have one vote.
Each member Society shall elect one, and only one representative. Before the opening of the General Assembly, the members of the Standing Committee shall meet in the presence of the Chairman of the Standing Committee, and of the Secretary General, in order to elect the Chairman of the Standing Committee for the next term. The Chairman of the Standing Committee shall be ratified by the General Assembly.
The Standing Committee shall be the conduit between the member Societies and the Board of Directors. It shall handle comments from the National Societies; it shall deal with these questions, and make proposals to the Board of Directors. It shall also take the proposals of the Board of Directors to the members of the Standing Committee. It will help to organize the International Meetings. Representatives of the National Societies will be allowed to speak and vote only if they are members in good standing and their dues have been paid.
Article 16: Adhoc Committees
The President may appoint committees as necessary.
Chairpersons of the Adhoc committees may or may not be Board of Directors members.
Article 17: General Assemblies
The General Assemblies are composed of all representatives of the member Societies of the S.I.S. The President of the Association or one-quarter of the voting members have the authority to call a General Assembly.
The convocation of the General Assembly shall take place at the S.I.S. Congress at least every two years. The Assembly Meetings shall follow the Agenda prepared by the Board of Directors with input from the Standing Committee.
Member Societies shall be informed of the Agenda at least 30 days prior to the date of the General Assembly of the General Agenda. Active members can recommend Agenda items to the Board of Directors.
The President of the S.I.S. or in his absence the President Elect or one of the Vice Presidents will chair the meeting of the General Assembly.
Any other officers may delegate their functions to another member of the Board of Directors for reports or comments at the General Assembly.
All National Societies will be paying dues based on total membership. The dues will be established by the General Assembly upon de recommendation of the Board of Directors.
The appropriate dues can be changed by the General Assembly by a simple majority vote.
Any National Society, which has not paid on the basis of total membership, will not be allowed to vote at the General Assembly.
All National Societies will be represented in accordance with the number of members in the following way:
- Societies will be assessed appropriate dues set by the General Assembly upon recommendation of the Board of Directors.
- Each Group of the S.I.S. which is member of the S.I.S. and pays on the basis of membership will be represented in accordance with the number of members in the following way:
- Under 100 members: 1 voting representative
- 101 to 200 members: 2 voting representatives
- 201 to 300 members: 3 voting representatives
- 301 to 400 members: 4 voting representatives
- From 401 members: 5 voting representatives
Associate members in good standing, Honorary Members, Members of the International Scientific Council may attend and speak at the meeting of the General Assembly but can not vote.
The necessary quorum for the validity of the votes is reached on first convocation provided that 50% plus one of the total numbers of representatives of the member Societies in good standing are present or represented. A second convocation will take place 30 minutes after the General Assembly irrespective of the number of participating members.
The representatives of the member societies participate either in person or by written proxy. No member can represent more than one absent member.
All individual members of societies have the right to participate in the General Assembly but they cannot vote, since they are already represented as stated above.
Article 18: Nature and Powers of the General Assemblies
General Assemblies, regularly constituted, represent all members of the S.I.S.
All members, including those who for any reason were absent, are obliged to adhere to the decisions taken by the General Assembly.
Article 19: Ordinary General Assembly
An Ordinary General Assembly is convoked at least every two years. The Board of Directors can call a meeting of the General Assembly in the interim During the reporting session, the Standing Committee approves the Agenda and the minutes of the previous session, deliberates, and if pertinent, votes on the points of the Agenda.
The General Assembly elects the officers of the Board of Directors, except the Deputy Secretary, the Chairperson of the Standing Committee, and the Presidents of the International Congresses. It also elects two Auditors who shall serve for a period of two years, and will verify the management of the
financial resources by the Treasurer.
Upon recommendation of the Board of Directors, the Assembly could revise and approve the dues for the next two years. It will decide to ratify the admission of any new member Society.
Voting is open and effected by hand raising or acclamation, but on request of one-quarter of the voting members present, secret balloting can take place.
Article 20: Extraordinary General Assembly
Extraordinary General Assemblies are called when necessary between regular meetings of the General Assembly. They are convoked in accordance with the rules of Article 17 of the present By-Laws. Decisions reached by an Extraordinary General Assembly are valid provided that at least 50% of voting members of the S.I.S. in good standing are present or have voted by proxy. If this number is not met, a new Extraordinary General Assembly will be called 30 minutes later. In this case, decisions will be made irrespective of the number of voting members present.
In accordance with Article 33 of the Local Civil Code under which we are governed, resolutions reached by an Extraordinary General Assembly must be approved by three-quarters of the members present or by proxy. Voting is effected by hand raising, unless a secret voting is requested by at least
one-fourth of the members present.
Extraordinary General Assemblies can be called by the President, the Board of Directors, or in writing by one-third of the members of the S.I.S. in good standing.
Article 21: Auditors (Accounting Supervisors)
There shall be two Auditors elected by the General Assembly.
They will serve a term of two years. They shall be responsible for auditing the finances and the financial dealings of the S.I.S., prior to the General Assembly.
They will work with the Treasurer. They shall report their findings to the Board of Directors, and if appropriate, to the General Assembly as well.
The Auditors must verify timely the accounts received from the Treasurer. The Auditors may not serve as officers or members of the Board of Directors. They may be appointed as ad hoc members of the Board of Directors at the discretion of the President with the right to speak but not to vote.
Article 22: The International Congresses
The International Congresses represent the main scientific event of the S.I.S. They will take place at least every two years in different geographical areas. The Chairpersons of the last and upcoming International Congresses will automatically be members of the Board of Directors.
Only a National Society can host an International Congress.
The application to host the Congress must be sent to the General Assembly at least four years in advance.
It will be established by the vote of the General Assembly. A simple majority is sufficient.
The Standing Committee will assist the Chairperson of the Congress in the organization of the program with the suggestions brought forward by its Chairman.
SECTION IV: RESOURCES OF THE S.I.S. – ACCOUNTING
Article 23: Financial resources of the S.I.S.
The Financial resources of the S.I.S. are:
- Subventions, donations
- Income from any sources which do not contradict existing laws
- 50% of the revenues of the International Congresses. The other 50% of the revenues of the Congress will be allocated to the organizing National Society.
SECTION V: BY-LAWS MODIFICATIONS AND DISSOLUTION OF THE SOCIETY
Article 24: By-Laws Modifications
They can take place only in accordance with the conditions foreseen in Article 20 above, i.e., by three-quarters majority vote of the Extraordinary General Assembly.
Article 25: Dissolution
On request of the Board of Directors, or one third of voting members, an Extraordinary General Assembly can be convoked in this respect. Conditions concerning this convocation are explained in Article 17 of these By-Laws.
Decisions are valid if a majority of three-quarters of the voting members of the S.I.S. are obtained.
Voting takes place by hand raising, unless a secret ballot is requested by one-quarter of the members present.
Article 26: Devolution of Properties
In case of dissolution of the S.I.S., the Extraordinary General Assembly will indicate one or more liquidators who will be in charge of the liquidation of the properties of the Association.
The residuum (proceeds) of the dissolution will be obligatorily granted to one or more associations with the same objectives.
These will be nominated by the Extraordinary General Assembly.
In no case shall a member of the S.I.S. claim any part of the residuum (proceeds), except in case of specific legal recovery due to her/him. This shall be ruled by Section I, Article 1.
SECTION VI: INTERNAL REGULATION – ADMINISTRATIVE
Article 27: Internal Regulation
Internal regulations will be established by the Board of Directors and will be submitted for approval to the General Assembly.
These regulations are destined to address any unforeseen situations not dealt with by the present By-Laws, or rules that may change with time (dues, registration, etc.).
Once approved, they will be communicated and distributed to all the member societies.
Article 28: The S.I.S. Official Journal
The S.I.S. undertakes the responsibility to publish or affiliate with an Official Journal. The Board of Directors shall evaluate its affiliation. A continuance shall be decided upon by the Board of Directors, and if indicated, by the General Assembly.
Article 29: Administrative Procedures
The Board of Directors shall declare in the Registre des Associations, Tribunal D´Instance, 45 rue du Fossé des Treize, B.P. 444, 67008 STRASBOURG CEDEX, Bureau 305, 3éme étage, No. dossier 23/76, Tribunal D´Instances V35F58, Societas Orbis Senologiae (Tel: 00 33 3 8815 5929 Fax: 00 33 3 8875 9129):
- Change of the title of the Society
- Transfer of the Society Headquarters
- Modification of the By-Laws
- Changes within the body of the Board of Directors
- Dissolution of the Society
These changes shall be reported by the Secretary General.