Constitution

Constitution and Bylaws for the International Society of

Perinatal Obstetricians.

Constitution

Article I - Name

The name of the organization shall be The International Society of Perinatal Obstetricians (the Society).

Article II - Objectives

The objectives of the Society shall be the promotion and advancement of education in obstetrical perinatology and the exchange of new ideas in research in the field of perinatal medicine.

Article III - Membership

Section 1 - Classes

The classes of membership shall be active, honorary and emeritus.

Section 2 - Qualifications

All members shall be Obstetricians who have received training in, have been recognized in some manner by a national body for special competence in or have been identified in a manner to be specified in the practice of Perinatal Obstetrics or Maternal/Fetal medicine.

Honorary membership shall be awarded by the Executive Committee on the recommendation of the Nominating Committee, recipients shall be members of undoubted international reputation who have rendered distinguished service to the field of Obstetric Perinatology. Two such members may be appointed each year.

Emeritus members shall be active members who have reached the age of 65 years and have requested or have been proposed for Emeritus status in writing to the Executive Committee.

Section 3 - Election

Following initial formation of the Society, candidates for active membership shall be nominated by two active members and the application shall be submitted to the Secretary of the Society. Action by the Executive Committee will require a majority vote of the Executive Committee for favorable action.

Section 4 - Rights and Responsibilities of Members

Active members must pay dues and assessments established by the Society. They may vote, serve as officers and serve on committees. They shall receive all publications of the Society, provided their dues are paid in full.

Honorary members shall not be required to pay dues or assessments and will receive all publications of the Society without charge. They will not have the opportunity to vote, serve as officers or serve on committees.

Article IV - Officers

Elected officers of the Society shall be the President, President-Elect, Secretary, Treasurer, and ten at large members of the Executive Committee.

Section 1 - Tasks of Elected Officers and Duties

The President of the Society shall preside at all meetings, preserve order, regulate debate, appoint committees not otherwise provided for, and represent the society as deemed necessary. The President shall be elected for a term of three years and shall not be eligible for reelection.

The President-Elect shall perform all the duties of the President of the Society in the absence or incapacity of the President. The President-Elect shall be elected by the membership for a term of three years and shall not be eligible for reelection to this office.

The Secretary shall keep minutes of all meetings and proceedings of the Society and standing committees, receive and process applications for membership, notify new members of their election to membership, maintain an accurate register of the members with their current addresses, and conduct the correspondence of the Society. The Secretary shall perform duties of the President of the Society in the absence or incapacity of the President and President-Elect. The Secretary shall be elected by members for a term of three years and shall be eligible for reelection.

The Treasurer shall be responsible for collecting the dues and assessments of the Society, maintain an accurate and current account of the payment of dues by each member, receiving all funds belonging to the Society, making disbursements for expenses authorized by the Society, presenting an annual report of the financial condition of the Society for audit, reporting annually to the Executive Committee the names of members who have failed to pay their dues and are in arrears. The Treasurer shall be elected by the members for a term of three years and shall be eligible for reelection for a subsequent three year term.

The ten members at large shall participate in all the deliberations and decisions of the Executive Committee as voting members. The ten at large members will serve staggered terms with alternating sequence to be determined.

Section 2 - Election of Officers

Officers shall be elected by majority vote of the members present and vote held at a regular meeting of the Society. Nominations for office shall be presented to the Executive Committee by the chairperson of the Nominating Committee and may be proposed additionally by any active member present at a regular meeting. Such nominations will then be presented to the membership for vote. The elected officers shall take office immediately upon their election.

Section 3 - Vacancies in Office

Vacancies occurring in office other than that of President shall be filled by appointment by the President until the next regular meeting when the usual procedure of election of officers will be used to fill the vacancy.

Article V - Standing Committees

The standing committees shall be: Executive Committee, Nominating Committee, and other committees as deemed necessary for satisfactory functioning of the Society.

Section 1 - Executive Committee

The Executive Committee of the Society shall consist of the President, President-Elect, Secretary, Treasurer, and five Executive Committee members at large. At no time shall the Executive Committee be composed of a majority of members who are citizens of the same country (Option: Region (to be defined)). The President of the Society shall serve as chairman of the Executive Committee and shall call its meetings. The Executive Committee shall act as the Membership Committee of the Society. The Executive Committee shall be responsible for the general administration and financial management for the Society. In urgent matters, it shall have the authority to take any necessary actions on behalf of the Society. Such actions shall be ratified ultimately by the membership at its next annual meeting. The Executive Committee should meet at least once a year. A majority of the Executive Committee shall be necessary to constitute a quorum for taking actions.

Section 2 - Nominating Committee

The Nominating Committee shall consist of the President of the Society as chairman and four members of the Executive Committee to be appointed. Upon such time as three past living presidents of the Society shall exist, the Nominating Committee shall change to consist of the President of the Society and the three last living Presidents. They shall present to the membership for vote at a regular meeting of the Society, nominations for the offices of President, President-Elect, Secretary, Treasurer, and the ten members at large as the positions become available on a staggered rotation. They shall also make recommendations for honorary members to the Executive committee.

Section 3 - Other Committees

Other Committees shall be appointed as deemed necessary for the proper and orderly conduct of affairs of the Society.

Article VI - General Meeting

A general meeting of the members of the Society shall be held as announced. The President of the Society shall call the general meeting, arrange the agenda, and serve as chairperson of the meeting. The general meeting shall receive reports from the Secretary, the Treasurer, the Executive Committee, the Nominating Committee, and any other committees designated. The general meeting shall receive nominations from the Nominating Committee and from the members present for the office of President, President-Elect, Secretary, Treasurer and five members at large of the committee. The general meeting shall also receive recommendations for expulsion of members for due cause and shall vote on such recommendations. The general meeting shall consider, discuss and, when indicated, vote on all matters placed on the agenda by the President of the Society or by the Executive Committee. The person(s) nominated for honorary membership shall be admitted at the general meeting.

Article VII - Amendments

Amendments to this constitution may be proposed by majority vote of the Executive Committee. Amendments must be proposed in writing to the membership six weeks prior to a general meeting of the Society and shall be sent by mail to all voting members of the Society at least one month prior to a general meeting. Amendments shall be adopted only if there is an affirmative vote of at least two thirds of the embers present at a regular general meeting.

Article VIII - Adoption

Upon presentation of this constitution at a regular meeting of the meeting of the Society, an affirmative vote of at least two thirds of the members present, thus the constitution shall be adopted and take effect immediately.

Bylaws

Article I - Meetings

The International Society of Perinatal Obstetricians shall hold at least one general assembly every year. This assembly shall be primarily devoted to presentation and discussion of information intended to advance the science of perinatal obstetrics. At each assembly there shall be meetings of the Executive Committee, Nominating Committee, and other committees as deem necessary. The membership may decide by majority vote to hold an assembly more often than the prescribed three years. Other regular meetings, and special meetings, may be held upon the decision of the Executive Committee and notification of membership.

Article II - Quorum

Voting members present at a regular or special meeting shall constitute a quorum for the transaction of business.

Article III - Parliamentary Procedure

General meetings of the Society and of the standing committee shall be conducted according to the usual parliamentary rules of governed deliberative bodies.

Article IV - Dues

The fiscal years governing the business of the Society shall begin on the first day of January. When established, the dues for active members shall be established for triennium by majority vote of the general meeting, upon recommendation of the Executive Committee. Dues shall be payable on receipt of a Treasurer's dues statement. Additional assessments may be established by majority of those members present at a regular meeting.

Article V - Termination of Membership

Membership of the Society shall be terminated for failure to pay dues and assessments, including all back dues and assessments in full, for three years shall result in automatic termination of membership.

Article VI - Funds

The funds of the Society shall arise from dues, assessments, registration fees at meetings, and other resources as may become available. The Society shall fulfill all of the requirements for status as a non-profit scientific educational professional organization and shall use its funds for the worthwhile objectives stated in the constitution.

Article VII - Amendments

Amendments to these Bylaws may be proposed by majority vote of the Executive Committee, majority vote of any national body with representative members or by any five active members so desiring. Amendments must be proposed in writing to the Secretary at least six weeks prior to a meeting. The proposed amendment shall be sent by mail to all voting members of the Society at least once a month prior to a meeting of the general assembly. An affirmative vote of at least two-thirds of the members present voting in at a regular meeting shall result in the adoption of the amendment.

Article VIII - Adoption

Upon presentation of these bylaws at a regular meeting of the Society and an affirmative vote of at least two-thirds of the members present, these bylaws shall be adopted and take effect immediately.

After circulation for comment by mail dated December 18, 1995, a vote was held at the annual meeting on February 9, 1996 which unanimously endorsed the revisions.

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Bruce A. Work, MD, Secretariat