International Skeletal Dysplasia Society (ISDS) Bylaws

I. NAME AND ADDRESS

a. The name of the organization is International Skeletal Dysplasia Society (ISDS), hereafter referred to as the ‘Society’.

b. The seat of the Society is in Zurich.

II. ORGANISATION

a. The Society is a non-profit association established according to Article 60 (and following) of the Swiss Civil Code.

III. PRINCIPLES

a. The mission of the Society is to promote scientific progress to advance knowledge and patient care in the field of genetic disorders of bone and cartilage.

b. The scope of the Society is the support of scholarly, educational, and research activities in the field of genetic disorders of bone and cartilage, and related topics.

IV. FUNCTIONS

In order to purse its mission and achieve its objectives, the Society will:

a. Organize meetings on at least a two-year basis. To the extent that it is practical, the meeting site shall alternate between continents. The meetings shall foster collegiality and promote the exchange of ideas and expertise.

b. Advocate for resources, financial and otherwise, to support the generation of new knowledge in the field and foster better quality of life for individuals affected with genetic disorders of bone and cartilage.

c. Periodically revise the Nomenclature of Constitutional Diseases of Bone, and make such revisions available to the medical-scientific community by publication in scientific journals and electronic databases.

d. Engage trainees, junior investigators, and committed scientists and clinicians to advance and sustain the field.

e. Maintain the society website as a portal of communication and support for members and the public at large.

f. Interact with and support patient organisations with the goal to improve QoL for individuals with skeletal dysplasias.

V. MEMBERS

a. Membership in the Society is open to all natural and juridical persons, no matter their nationality, who support the aims of the Society.

b. Society members have the right to accept new members or exclude members, without having to mention the reasons for it.

c. Membership begins at the time of the electronic or in-person vote at the members’ Business Meeting. If a member resigns, membership terminates at the end of the calendar year.

d. Members commit to support the mission of the Society, actively participate in its activities, serve as able in committees, and pay the Society dues.

VI. EXECUTIVE COMMITTEE

a. Duties of the Executive Committee

The Executive Committee shall:

i. Carry out all assignments as described in the Bylaws and given it at the Business Meeting;

ii. Take care of all duties which are not reserved for the members’ business meeting and promote the activities of the Society between Business Meetings.

iii. Prepare a biannual budget for the current year and the year to come for approval at the Business Meeting;

iv. Undertake commitments consistent with the purposes and objectives of the Society and make disbursements in accordance with the approved budget;

v. Represent the Society in relations with other organizations, industry and the public;

vi. Appoint the Chairs of the Program Committee and of the Education Committee

b. Number of Officers and Titles

There shall be four officers and two at-larger members of the Executive

Committee Officers:

i. Executive Chair

ii. Executive Vice Chair

iii. Secretary

iv. Treasurer

The offices of Secretary and Treasurer can be united in the same person

c. Eligibility

Members of the Executive Committee shall be selected from among members in good standing of the Society

d. Selection Procedure

Members of the Executive Committee are elected by the majority of votes cast, including proxy votes, at each Business Meeting. Candidates may be selfnominated or nominated by another member of the Society.

e. Terms of Office

i. Each officer shall serve a two year term, beginning at the conclusion of the Business Meeting at which she/he is elected. In case of voting by other (postal or electronic) means the new officers shall serve from the date of their election. The previous officers serve until the election date, taking care of the final election procedure and the officer’s duties.

ii. No officer shall serve more than two consecutive terms in the office to which they are elected and no longer than six consecutive years on the Executive Committee. There must be a two-year interval between successive terms in the same office or serving on the Executive Committee after six consecutive years.

f. Officer Duties

i. The Executive Chair calls meetings, presides over the Executive Committee, prepares the agenda for the Executive and Business meetings and chairs these meetings. The Executive Chair shall propose at the Business Meeting new committees to be created, as she/he deems necessary. The Executive Chair shall have a casting vote in any decision of the Executive Committee.

ii. The Executive Vice Chair assists the Executive Chair as requested and presides at Executive and Business Meetings in the absence of the Executive Chair, evaluates new membership application(s) and notifies the applicant(s) about the decision. The Executive Vice Chair work with the Program Committee in charge of organizing the Scientific Sessions of the Society Meetings.

iii. The Secretary keeps adequate, legible and accurate records pertaining to membership of the Society, prepares and circulates minutes of the Executive Committee meetings and Business meetings. He/she is responsible for the voting procedures.

iv. Treasurer manages the budget, keeps the financial records and presents audited (by the Internal Audit Committee) financial reports of the activities of the Society at the Business Meeting. The Treasurer may appoint a Society member to assist in her/his activities.

VII. OTHER COMMITTEES

a. Standing Committees

i. Society Meeting Committee

ii. Internal Audit Committee (financial issues)

iii. Education Committee

b. Selection Procedures and Terms for Standing Committees

These committees work closely with the Executive Committee.

i. Chairs of the Society Meeting and Education Committees are selected by the Executive Committee. Members who are interested in chairing or serving on a Standing Committee may approach an Executive Committee member.

ii. The Society Meeting Committee shall be composed of a past committee chair/host, current meeting host and at least four additional members of diverse expertise selected by the Chair in cooperation with the Executive Committee.

iii. The Internal Audit Committee, for financial issues, shall be composed of three members proposed by the Executive Committee and elected at the Business Meeting. The Internal Audit Committee must check the biannual accountancy and relate to the members’ business meeting.

iv. The Education Committee shall be composed of at least three members selected by the Chair in cooperation with the Executive Committee. The committee is tasked with promoting educational and training activities at and between Society meetings.

c. Duties of the Committee Chairs

i. On behalf of the committee members, the Committee Chairs shall be responsible for the preparation of a written or verbal report, at least annually, to the Executive Committee.

d. Ad Hoc Committees

i. Other Ad Hoc Committees may be convened (e.g., Communications/Website, Scientific/Publications). Members will be suggested by the Executive Committee or Society Members and appointed by the Executive Committee.

VIII. BUDGET AND FINANCES

A. Financial Year

The financial year of the Society shall commence on January 1st and end on December 31.

B. Sources of income

i. The Expenses of the Society shall be met by the dues of the Members and by voluntary contributions. Any excess receipts shall be applied to the furthering of the stated objectives and functions of the Society

ii. Sponsoring support can be accepted in connection with the biannual meetings. Surplus generated at meetings can be transferred to the Society’s account.

C. Dues

Annual or biannual dues will be required for Members. The amount of dues payable for the next financial biennium by each Member shall be proposed by the Executive Committee and ratified by a majority vote at the Business Meeting. Members with documented financial difficulties or other extenuating circumstances may apply to the Executive Committee for full or partial exemption. The Executive Committee will review the requests for exemption and decide on the requests before the Business Meeting.

D. Financial obligations

Financial obligations of the Society can be met solely by assets of the Society. Every personal responsibility of society members and council members is excluded.

E. Budget

The Executive Committee shall prepare the proposed budget for the year to come, updated budget for the current year and financial report for the previous year, and mail them to all Members at least 60 days prior to the Business Meeting. The annual operating budget amount can be changed by the majority vote of the Members at the Business Meeting. The budget shall be adopted by a majority of the votes cast at the Business Meeting.

F. Dissolution of the Society

If the society is dissolved, existing financial assets must be transferred to an institution or organization with similar scope. A distribution of financial assets of the society under its members is excluded.

IX. BUSINESS MEETING

a. Venue. Members shall meet at the time and place usually determined at the previous Annual Business Meeting and if not so determined, as determined and notified to members by the Executive Committee.

b. Timing. The business meeting takes place every (two) year(s). Extraordinary meetings can be held either upon decision of the Council or if requested by at least 20% of the members.

c. Notification of an Annual Business Meeting with the proposed agenda shall be sent to Members at least 14 days before the meeting.

d. The Members’ business meeting has the following authorities:

i. Acceptance or exclusion of new members

ii. Election of the Executive Committee

iii. Election of the Internal Audit Committee

iv. Approval of the activity report and accountancy.

X. PROCEDURE FOR AMENDING BYLAWS

Proposed amendment(s) of Bylaws should be sent 60 days before the Business Meeting to the Executive Vice Chair and they will be sent 30 days before the Business Meeting to Society Members. The proposed amendments shall be discussed and adopted upon the affirmative vote of at least two-thirds of the votes cast at the Business Meeting as long as there is a quorum at the meeting.

XI. ADOPTION OF BYLAWS

These Bylaws shall become effective when accepted by at least two thirds of the votes cast at the Business Meeting of the Society.