The Hydrocephalus Society (International Society for Hydrocephalus and Cerebrospinal Fluid Disorders (ISHCSF)) Bylaws as approved by the Annual General Meeting, 12 September 2021
Section 1.01 Name
The International Society for Hydrocephalus and Cerebrospinal Fluid Disorders, hereinafter the Hydrocephalus Society, is a non-profit corporation incorporated in Sweden.
Section 1.02 Location
The principal office of the Hydrocephalus Society is located in Umea, Sweden or elsewhere as determined by the Board of Directors.
Section 1.03 Purposes
The Hydrocephalus Society is established to advance the art and science of the field of clinical care and research in hydrocephalus and CSF disorders, and thereby promote the best possible care for patients with hydrocephalus and CSF disorders by:
(a) Supporting and advocating for appropriate access to care for persons with hydrocephalus and CSF disorders;
(b) Supporting and advocating for an environment which ensures ethical, high quality care for hydrocephalus and CSF disorders both in the developed and developing world;
(c) Providing excellence in professional education by offering a variety of programs in both the clinical aspects and the basic sciences of hydrocephalus and CSF disorders to physicians, research scientists and allied health professionals;
(d) Supporting ethically conducted clinical and basic research in hydrocephalus and CSF disorders;
(e) Communicating scientific and scholarly information through scientific meetings and publications;
(f) Encouraging integration and participation of young researchers; and advancing public education and awareness; and
(g) Providing for collaboration with other societies and groups to best achieve and preserve the purposes of the Hydrocephalus Society
Section 1.04 Official Language
The official language of the Hydrocephalus Society for conducting business, writing policies, and presenting education or research is English.
Section 1.05 Restrictions
All policies and activities of the Hydrocephalus Society shall be consistent with (a) Applicable federal or national, state, or provincial, and local antitrust, trade regulation, or other legal requirements; and (b) Applicable tax exemption requirements, including the requirements that the Hydrocephalus Society not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Section 2.01 Membership Qualifications
Membership in the Hydrocephalus Society is available to health care professionals, basic and clinical research scientists, medical physicists and engineers, and trainees involved in, or associated with basic and clinical research, diagnosis, treatment, outcomes, and patient advocacy of hydrocephalus and CSF disorders.
Section 2.02 Regular Membership
Regular voting membership in the Hydrocephalus Society is limited to persons practicing in the field of clinical care or research of hydrocephalus and CSF disorders and who pay regular dues. Regular members may serve as Directors and hold office.
Section 2.03 Senior Membership
Senior members may be elected from among Regular members who have been Hydrocephalus Society members and are fully retired from the active practice of hydrocephalus clinical care or research or are disabled. Senior members may have reduced dues. Senior members retain the privileges of regular membership.
Section 2.04 Nonvoting Memberships
The following membership classes have no vote, nor are they eligible to serve as Directors or hold office in the Hydrocephalus Society:
(a) Junior Membership. (i)Junior membership is available to students who are candidates for an M.D., Master’s, or Ph.D. Degree, or their equivalents; and to interns, residents, clinical or research fellows, or post-doctoral fellows who have not completed their training and are engaged in a field of study or training related to hydrocephalus. (ii) An exception is that Junior members may serve as voting members of standing committees of the Hydrocephalus Society but are not eligible to be officers of the standing committees.
(b) Supporting Membership. (i) Supporting membership is available to persons having a special interest in the field of hydrocephalus and CSF disorders who are not eligible for regular membership. Applicants should demonstrate substantial contributions to endeavors in the field of hydrocephalus and CSF disorders, or show excellence in the pursuit of medical education, research, or advocacy for patients and families as determined by, and at the discretion of, the Board of Directors upon recommendation of the Membership Committee. Dues and other terms of affiliate membership are specified by the Board of Directors. (ii) Supporting members may serve as voting members of standing committees of the Hydrocephalus Society but are not eligible to be officers of the standing committees.
Section 2.05 Applications for Membership
All applicants for membership must complete and sign the application form provided by the Hydrocephalus Society and submit the application to the principal office of the Hydrocephalus Society or via the Hydrocephalus Society’s appointed agents.
Section 2.06 Admission of Members
Admission to membership is by majority vote of the Board of Directors, based upon a determination that an applicant has met the Hydrocephalus Society’s criteria for membership.
Section 2.07 Resignation
Any member may resign by filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
Section 2.08 Expulsion
Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require deliberation by the Board. Any member proposed for expulsion for another reason is given advance written notice, including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.
Section 2.09 Annual Meeting
An annual meeting of the Hydrocephalus Society (Congress) shall be held each year at the place or places and on the date or dates designated by the Board of Directors. If circumstances do not allow for an in-person meeting (Congress), a virtual meeting (Congress) is an acceptable alternative. The primary purpose of the annual meeting shall be to provide educational courses and forums for the presentation of scientific papers. There shall be not less than one (1) business session during the annual scientific meeting of the Hydrocephalus Society (which may also be a Virtual meeting) for the purpose of election of Officers and members of the Board of Directors, and such other business as is appropriate.
Section 2.10 Special Meetings
Special scientific and business meetings of the Hydrocephalus Society may be called by the Board of Directors for the times and places it may designate.
Section 2.11 Notice
Notice of each annual meeting (Congress) of the Hydrocephalus Society shall be given to all Hydrocephalus Society members not less than one hundred eighty (180) days prior to the date on which the meeting is to begin. Notice of special scientific and business meetings of the Hydrocephalus Society shall be provided at least thirty (30) days prior to the date on which the meeting is to begin.
Section 2.12 Quorum
At any annual or special business meeting of the Hydrocephalus Society, a quorum shall consist of not less than ten (10) voting members, except as required by further provisions in these Bylaws.
Section 2.13 Vote
A quorum must be present for any voting to be valid. A majority vote of the voting members present and voting shall be required to constitute an action by the voting members on any matter, unless otherwise provided by applicable law or these bylaws. Amendments to the bylaws require a two-thirds (2/3) majority vote of the voting members present and voting. Voting by proxy or mail ballot by the members of the Hydrocephalus Society will be allowed at the annual meeting or special meetings.
Section 3.01 Dues
Membership dues are recommended and approved by the Board of Directors. Annual dues shall be established on the basis of the calendar year. The dues for a year shall be payable on the first of December of the previous year and shall be considered in arrears if not paid by March 1 of the current year. Assessments and fees shall be payable at the time or times that the Board of Directors shall determine.
Section 3.02 Delinquency
Any member of the Hydrocephalus Society who is delinquent in dues for a period of ninety (90) days is notified of the delinquency and suspended from membership. If dues are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and is expelled. Once a member who is in arrears is dropped from the Hydrocephalus Society membership, the member may pay back dues and apply to be reinstated, which must be approved by the Board of Directors.
Section 3.03 Refunds
No dues will be refunded.
Section 3.04 Fiscal year
The fiscal year of the Hydrocephalus Society shall be from January 1 to December 31.
Section 4.01 Directors
The governing body of the Hydrocephalus Society is the Board of Directors, which has authority and is responsible for the governance of the Hydrocephalus Society.
Section 4.02 Composition of the Board
The Board of Directors consists of persons elected by and from the regular membership. The Board of Directors includes the three (4) Officers (President, President-elect, Secretary-Treasurer and Past-President), and seven (7) Directors totalling eleven (11) voting Directors. There may also be non-voting ad hoc member(s) and junior member(s) (as defined in 2.04a).
Section 4.03 Election and Term of Office
At each annual business meeting of members of the Hydrocephalus Society, an election is held to choose new members of the Board of Directors.
Nominations are made by the Nominations Committee no less than 14 days before the annual meeting or may be made by a regular member from the floor prior to the closing of nominations. Members may self-nominate.
The term of office for President and President-Elect and Secretary-Treasurer shall be for single two (2) year terms, or until a successor is elected, beginning with a two (2) year term as Secretary-Treasurer (commencing on the first day following the annual meeting at which they were elected).
Directors shall, where possible, serve a staggered term of two (2) years, with approximately one-half (1/2) the Board of Directors elected each year. Directors are eligible for one consecutive renewal after review by the Nominations Committee but are limited to no more than two consecutive terms.
A junior member shall serve a term of 2 years. Junior members are eligible for one consecutive renewal after review by the Nominations Committee but are limited to no more than two consecutive terms as long as they meet the requirements of the junior member (as defined in 2.04a).
Section 4.04 Voting for Election to Board of Directors
Provided a quorum is present, the affirmative vote of a majority of the voting Hydrocephalus Society members present and voting shall be required for election to any office, except that if there are more than two (2) candidates for one office, a plurality vote of the voting members present and voting shall be sufficient for election to that office.
Section 4.05 Vacancies
If a vacancy occurs on the Board of Directors for any reason, the Board of Directors shall appoint an eligible regular member to fill the vacancy for the unexpired portion of the term. The appointed Director shall be eligible for re-election only if the conditions of term of office, as specified in Article IV, Section 4.03, are met.
Section 4.06 Meetings
The Board of Directors meets at least twice a year at whatever time and place it selects. The presence of a majority (>50%) of Directors constitutes a quorum. A majority (>50%) of votes is required to carry a matter when a quorum is present, unless otherwise provided by these Bylaws or applicable city, state/province, country law. Proxy voting is not permitted. Voting by postal service, overnight delivery, or electronic mail is permitted. Meetings may be virtual (video with audio or audio) if each Director can hear the others. Special meetings of the Board of Directors may be called by the President or at the written request of four (4) members of the Board addressed to the Secretary-Treasurer with notice to all members of the Board.
Section 4.07 Removal
A Director may be removed for adequate reason by a two-thirds vote of the voting members of the Hydrocephalus Society present and voting at the annual meeting, provided a quorum is present.
Section 4.08 Compensation
Directors do not receive compensation for their services but may be reimbursed for expenses according to an established reimbursement policy.
Section 5.01 Qualifications
Officers must be regular members of the Hydrocephalus Society. No person may hold more than one office at the same time.
Section 5.02 Election and Term of Office
Officers are elected by the Hydrocephalus Society’s regular membership and serve terms of office as described in Article IV.
Section 5.03 Duties
The Officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors.
(a) President. The President shall be the Chair of the Board of Directors of the Hydrocephalus Society. The President 1) shall preside at all business sessions of the membership of the Hydrocephalus Society; 2) shall act as chief spokesperson of the Hydrocephalus Society; 3) shall serve no more than one (1) term as President; 4) is responsible for making appointments to standing committees; chairs the Nominations Committee; and 6) may create ad hoc committees or task forces and appoint Hydrocephalus Society representatives to civic, professional, and governmental organizations as may be required to execute the business and affairs of the Hydrocephalus Society.
(b) President-Elect. The President-Elect shall become the President of the Hydrocephalus Society upon completion of the President’s term. The President-Elect shall assist the President in the performance of duties whenever requested to do so; and shall have all other duties and responsibilities that the President or the Board of Directors may determine. The President-Elect acts in place of the President when the President is not available. The President-Elect shall assume the duties of the President if the President becomes incapacitated, resigns, or is removed from office. The President-Elect shall fulfil the term of office for the President or shall serve until the President is able to return to duty.
(c) Secretary-Treasurer. The Secretary-Treasurer is the financial officer of the Hydrocephalus Society and shall become the President-Elect of the Hydrocephalus Society upon completion of the President-Elect’s term. The Secretary-Treasurer 1) shall ensure that the Hydrocephalus Society maintains accurate financial records, minutes, and correspondence; 2) review Hydrocephalus Society expenditures and financial status on a regular basis to ensure overall financial integrity; 3) submit the financial accounts of the Hydrocephalus Society to an annual independent audit by the Audit Committee; 4) develop and present financial recommendations to the Board of Directors; and 5) perform other duties assigned by the President or Board of Directors.
Section 5.04 Authority
The Board of Directors shall manage all the business and affairs of the Hydrocephalus Society. The Board of Directors shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit or charitable corporation, except as those powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws. The Board of Directors, with assistance of the standing committees and ad hoc task forces, shall develop and recommend policy to the regular membership for vote at the annual meeting.
Section 5.05 Governing Law
These Bylaws and the policies of The International Hydrocephalus Society for Hydrocephalus and Cerebrospinal Fluid Disorders, and any disputes involving the Hydrocephalus Society Bylaws and policies, shall be construed according to, and governed by, the law of Sweden.
Section 6.01 Executive Committee
An Executive Committee consists of the Officers of the Hydrocephalus Society (President, President-Elect, Secretary-Treasurer) and may act in the place of the Board of Directors when authority is designated by the Board or in emergency matters where Executive Committee action is temporary and subject to subsequent approval by the Board at its next meeting.
Section 6.02 Audit Committee
An Audit Committee is appointed by the President to oversee the financial audit of the Hydrocephalus Society. The Audit Committee consists of three (3) regular members of the Hydrocephalus Society. The Chair is appointed by the President with the approval of the Board of Directors. Members of the Board of Directors are ineligible to serve on the Audit Committee. The Audit Committee is responsible for engaging or discharging the financial auditors of the Hydrocephalus Society. The Audit Committee presents a report to the Board of Directors for presentation to the membership at the annual membership meeting.
Section 6.03 Standing Committees
Each standing committee should meet at least once annually and submit an annual report to the Board of Directors and the membership. Virtual (video with audio or audio) meetings are permissible. The Chairs of the standing committees are appointed by the President. The Board of Directors shall determine the number of members of each committee. Each Standing Committee Chair shall recommend committee members to the Executive Committee for approval.
(a) Membership: The membership committee is responsible for maintaining a current membership list, recruiting, and soliciting new members, retaining existing members, and reporting delinquent members to the Board of Directors. The President-Elect will be the chair.
(b) Publications/Web Site: The publications/ web site committee is responsible for establishing and maintaining the Hydrocephalus Society’s web site; and for recommending publication strategies the Hydrocephalus Society’s publications and proceedings to the Board of Directors and membership.
(d) Annual Scientific Program Committee: The annual scientific program committee is responsible for planning and implementing the scientific sessions for the annual meeting (Congress). Members shall include most recent past, current and next future Congress Presidents and members of the Executive Committee of the Board Directors.
(e) Nominations: The nominations committee is responsible for reviewing potential candidates and recommending a slate of one nominee for each vacant Director and Officer position for each election. The slate shall be presented to the membership no less than 14 days before the annual meeting. The Nominations Committee shall include the members of the Executive Committee. The President will be the Chair.
(f) Bylaws: The bylaws committee is responsible for reviewing and drafting amendments to the bylaws. Amendments are presented to the Board of Directors for approval and presentation to the membership for consideration at the annual meeting. Changes to the bylaws may be proposed by motion from the floor at the annual meeting, or by initiative of the bylaws committee or the Board of Directors. The President-Elect will be the Chair.
(g) Ad hoc Committees and Task Forces. The President appoints other committees and task forces as deemed necessary. Such ad hoc groups shall have a single task or purpose that is not encompassed by any of the standing committees, and a designated duration, which generally should not exceed 2 years. Task forces may be created to assist standing committees with a single project, or may be created for purposes independent of the standing committees. Standing committees may request that the President appoint a task force for assistance.
Section 6.04 Rules
The Board of Directors may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the Hydrocephalus Society.