INTERNATIONAL BOARD OF SHOULDER AND ELBOW SURGERY
a District of Columbia Nonprofit Corporation
(Adopted as of June 22, 2016)
The principal business office of International Board of Shoulder and Elbow Surgery (hereinafter called the "Corporation") shall be located in Washington, D.C. or such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine or the business or activities of the Corporation may require. The Corporation may also have offices or facilities located at such other places as the Board may from time to time determine or the business or activities of the Corporation may require.
Board of Directors
Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction and subject to the oversight of the Board of Directors (the “Board”), which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws.
Section 2. Responsibilities. Consistent with the purposes set forth in the Articles of Incorporation, the basic purpose of the Corporation is to oversee the development, organization, and administration of the triennial International Congress of Shoulder and Elbow Surgery (the “International Congress”). In furtherance of the same, the responsibilities of the Corporation, undertaken pursuant to the guidance of the Board, include the following: (i) Provide continuity and organization between meetings of the International Congress; (ii) conduct (a) a triennial executive meeting of the Board of Directors prior to each International Congress, (b) an annual conference call meetings in years the International Congress is not held, and (c) additional conference call meetings as may be called by the Chairperson of the Board; (ii) organize and conduct a triennial meeting of delegates (defined below) prior to each International Congress, with the objectives of reviewing potential new members of the Board and selecting a new site for the International Congress occurring six years subsequent to such meeting; (iv) maintenance and management of the financial assets of the Corporation; (v) serve in an advisory capacity to the Chair of each then upcoming International Congress, with meetings of the Board serving as a forum for discussion of activities that might facilitate innovative education programs and provide continuity between meetings (including, but not limited to, an ongoing review as to the status of any venues selected for an upcoming meeting of the International Congress); (vi) provide seed funding for upcoming International Congresses (with such funds generally anticipated to be in a range of $50,000 to $100,000 and made available as grants or interest-free loans), with the Board expected to monitor the financial budgeting of the International Congress (inclusive of a final financial report following each such International Congress); and (vii) otherwise promote and foster shoulder and elbow education research globally.
Section 3. Number, Election, Terms and Composition. The number of elected Directors to the Board of Directors shall range from nine (9) to ten (10), and each Director shall hold office for nine (9) years and until their successors are elected and qualified, or until their earlier death, resignation or removal. Three such Directors shall also serve as the Officers of the Corporation as described at Article IV of these Bylaws. Directors (including those serving as Officers) shall be elected by a vote of the Delegates (along with the then sitting members of the Board of Directors) every third year; taking into account the regional composition requirements set forth at Article III, Section 2 of these Bylaws. In order to be eligible for election to the Board of Directors, an individual must be, or have been, the President (or equivalent) of one of the regional societies representative of the indicated global regions (set forth at Article III, Section 1 of these Bylaws) or have been actively involved in one or more prior International Congresses. In addition, the number of ex-officio Directors serving on the Board of Directors may range from four (4) to six (6) Directors at any given time, such that the aggregate number of members of the Board of Directors, inclusive of both elected and ex-officio Directors shall be fifteen (5).
Section 4. Vacancies. Any vacancy occurring on the Board of Directors between triennial votes of the Delegates shall be filled by the affirmative vote of a majority of the then remaining members of the Board; and any such Director shall hold office for the unexpired term of his/her predecessor on the Board.
Section 5. Annual, Regular and Special Meetings. Annual, regular and special meetings of the Board shall be held at such times or places as shall be determined by the Board.
Section 6. Notice; Waiver of Notice. Whenever any notice of a meeting of the Board is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, by email (or other means of electronic communication), by recognized national or international courier service, addressed to the Director at his or her address or telephone number as it appears on the records of the Corporation and, unless otherwise provided in these Bylaws, at least ten (10) days before the date designated for such meeting, or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Notice shall be deemed given at the time when the same is personally delivered, deposited in the mail, with postage thereon prepaid, or sent on a prepaid basis by recognized national or international courier service, or sent by e-mail (or other means of electronic communication). Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting. A Director’s attendance at or participation in any meeting also shall waive any required notice to the Director of the meeting, unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transaction at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 7. Quorum and Vote at Meetings. At any meeting of the Board, a majority of the Directors then in office before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the Board, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws. If, at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 8. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more consents in writing, setting forth such action, is signed or sent by e-mail and delivered to the Corporation by all of the Directors, and such written consent is filed with the minutes of proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote.
Section 9. Telephone Meetings. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during such meeting. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 10. Resignation and Removal. At any meeting of the Board, a majority of the Directors then in office before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of all business.
A majority of the votes cast at a meeting of the Board, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws. If, at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 11. Compensation and Reimbursement. Directors and members of any committee of the Board shall not be entitled to compensation for their services as Directors or committee members. Directors and members of any committee of the Board of Directors may be entitled, to the extent authorized by the Board, to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.
Section 12. Ex-Officio Directors. Notwithstanding Article II, Section 2 as to the size of the Board, the immediate past Chairperson of the Board shall serve as an ex-officio Director for a term of three years regardless of whether such past Chairperson has otherwise been voted to serve on the Board; In addition, as set forth at Article IV, Section 2, in certain circumstances the current Chairperson of the Board may also serve on the Board on an ex-officio basis. To the extent that there are ex-officio members of the Board at a given time, such Directors shall count towards quorum requirements and have voting right otherwise available to Directors. Other than the distinction in manner of designation to the Board of Directors, there shall be no distinction in the rights, privileges or responsibilities of elected Directors and ex- officio Directors.
Section 13. Committees. The Board may, by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, appoint from among its members one or more other committees, composed of two (2) or more Directors, for such purposes and with such powers as the Board may determine; provided, however that no committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Corporation, or to fill vacancies on the Board, to remove any members of the Board, or to authorize distributions. Any Committees shall follow such procedures as may be established, from time to time, by the Board.
Section 14. Standard of Conduct for Directors. Directors when discharging the duties of a Director shall act in good faith, in a manner reasonably believed to be in the best interests of the Corporation. Directors, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. In discharging Board or committee duties, Directors shall disclose information to the Board or a committee that is material to the discharge of the Directors’ decision-making or oversight functions; provided, however, that disclosure is not required to the extent that the Director reasonably believes that disclosing would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule. Unless a Director has knowledge that makes reliance unwarranted, a Director when discharging the duties of a Director may rely on information, opinions, reports, or statements prepared or presented by officers, employees or volunteers of the Corporation whom the Director reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, legal counsel, public accountants or other persons retained by the Corporation as to matters that the Director reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence, or a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence.
Section 1. Appointment. Delegates are appointed under the supervision of the Board approximately one year prior to each triennial International Congress by the following regional societies representative of the indicated global regions: American Shoulder and Elbow Surgeons (North America), Asian Shoulder Association (Asia, excluding Japan), European Society for Surgery of Shoulder and Elbow (Europe), Japan Shoulder Society (Japan), Latin American Shoulder and Elbow Society (Latin America), South African Shoulder and Elbow Surgeons (South Africa), and Shoulder and Elbow Society of Australia (Australia & New Zealand). The societies for the indicated regions shall advise the Board of their designees for the following number of Delegates, totaling 25 Delegates: Asia (3 Delegates); Australia & New Zealand (2 Delegates); Europe (6 Delegates); Japan (2 Delegates); Latin America (4 Delegates); North America (6 Delegates); and South Africa (2 Delegates). The appointment of Delegates by the regional societies shall be in accordance with procedures established by the Board.
Section 2. Role. Delegates, together with the then members of the Board of Directors, shall together vote for (a) new members of the Board, and (b) the International Congress venue to be held six years subsequent to the meeting of Delegates. In electing members of the Board of Directors pursuant to Article II, Section 3 of these Bylaws, the Board shall be constituted with individuals representing the following regional societies: Two members of the Board of Directors from the American Shoulder and Elbow Surgeons (North America ); one member of the Board of Directors from the Asian Shoulder Association (Asia, excluding Japan); two members of the Board of Directors from the European Society for Surgery of Shoulder and Elbow (Europe); one member of the Board of Directors from the Japan Shoulder Society (Japan); one member of the Board of Directors from the Latin American Shoulder and Elbow Society (Latin America); one member of the Board of Directors from the South African Shoulder and Elbow Surgeons (South Africa); and one member of the Board of Directors from the Shoulder and Elbow Society of Australia (Australia & New Zealand).
Section 3. Non-Membership Corporation. The Corporation has no members and Delegates are not members of the Corporation for purposes of the District of Columbia Nonprofit Corporation Act of 2010 (the “Act”). As a non-membership corporation, and the Board shall exercise the rights and powers of members as provided in applicable law.
Section 1. Positions and Election. The Board shall elect from among its members three Directors who also shall serve in the following officer positions: Chairperson of the Board of Directors, Secretary and Treasurer. To the extent deemed desirable, the Board may appoint such other officers as the Board may determine is convenient, each of whom shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 2. Term of Office. The Chairperson, Secretary and Treasurer shall each be elected to serve for a term of three years, and may be re-elected to a second three year term. In the event that the Chairperson is elected for a term of office of less than six years, such individual may nonetheless be elected to a second three year term as Chairperson and during such time, will serve on the Board as an ex-officio basis (counting towards quorums and with voting rights) and during such time, notwithstanding Article II, Section 2, the size of the Board shall include such ex-officio Director. Election or appointment of an officer shall not itself create any contractual rights.
Section 3. Resignation and Removal. Whenever in the judgment of the Board the best interest of the Corporation will be served thereby, any officer may be removed from office by the affirmative vote of a majority of the Board. Such removal shall not prejudice the contractual rights, if any, of the person so removed. Any officer may resign at any time by delivering a written resignation to the Board, the Chairperson or the Secretary. Should a vacancy occur prior to election, the Board of Directors may appoint a successor to fill the unexpired term of said officer.
Section 4. Chairperson. The Chairperson of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chairperson by the Board of Directors. The Chairperson shall be the Corporation’s chief executive officer, have responsibility for general and active management of the business of the Corporation and insure that all orders and resolutions of the Board of Directors are carried into effect. To the extent necessary, advisable or convenient, the Chairperson shall also hold the title of “President” of the Corporation.
Section 8. Secretary. The Secretary (or any Assistant Secretary) shall attend all meetings of the Board of Directors, shall maintain and authenticate the records of the Corporation that are required to be maintained by applicable laws, and shall record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Secretary may also attest all instruments signed by the Chairperson of the Board, the President, or any Vice President.
Section 10. Treasurer. The Treasurer (or any Assistant Treasurer) shall have responsibility for the financial affairs of the Corporation, shall have the custody of the corporate funds and securities, and shall ensure that the Corporation keeps full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.
Section 13. Standard of Conduct for Officers. Each officer of the Corporation shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the Corporation. Each officer shall inform his or her superior officer to whom the officer reports or the Board of Directors or a committee thereof of any information about the affairs of the Corporation known to the officer and within the scope of the officer’s functions, and known to the officer to be material to the superior officer, Board or committee thereof. Each officer shall inform his or her superior officer, or another appropriate person within the Corporation, or the Board or a committee thereof, of any actual or probable material violation of law involving the Corporation, and any material breach of duty to the Corporation by an officer, employee, or agent of the Corporation that the officer believes has occurred or is likely to occur. When discharging his or her duties an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements prepared or presented by officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, or legal counsel, public accountants or other persons retained by the Corporation as to matters that the officer reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence.
Indemnification, Liability Limitation and Insurance
Section 1. Indemnification. Unless expressly prohibited by law, to the fullest extent permitted by law the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or intestate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.
Section 2. Limitation of Liability for Volunteers and Employees. Provided the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, officers, directors and other persons who perform services for the Corporation and who do not receive compensation other than reimbursement of expenses for those services ("volunteers") shall be immune from civil liability; except that the foregoing insurance requirements shall not be required if the Corporation is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the Corporation has annual total functional expenses (exclusive of grants and allocations) of less than $100,000. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for officers, directors, volunteers and employees shall not apply when the injury or damage was a result of such person’s willful misconduct, crime (unless the officer, director, volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the officer, director, volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the Corporation pursuant to this applicable law or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.
Section 3. Insurance. Notwithstanding any other provision in these Bylaws, including this Article V, the Corporation shall purchase insurance on behalf of any individual who is or was a director or officer of the Corporation, or who, while a director or officer of the Corporation, serves or served at the Corporation’s request as director, officer, partner, employee, t of another entity (including, but not limited to an employee benefit plan), against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the Corporation would otherwise have power to indemnify or advance expenses to the individual against the same liability under the District of Columbia Nonprofit Corporation Act of 2010 Act (the “Act”).
Honorary and Advisory Boards
The Corporation may, by resolution adopted by a majority of the members of the Board then in office, name one or more honorary and/or advisory boards or bodies consisting of individuals or organizations selected by the Board. Each member of an honorary or advisory body of the Corporation shall be named for term established by resolution of the Board. Any such honorary or advisory boards or bodies shall assist the Board and officers of the Corporation in their activities and programs, particularly by raising funds for the Corporation, and by otherwise accepting assignments from the Board.
Section 1. Execution of Instruments. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 2. Seal. The Corporation may have a seal of such design as the Board of Directors may adopt. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.
Section 3. Fiscal Year. The Corporation’s fiscal year (FY) shall begin on January 1 and end on December 31 of each FY, with the initial FY commencing upon incorporation.
Section 4. Loans. The Corporation shall not lend money to or guarantee the obligations of a Director or officer, provided, however, that to the extent consistent with applicable law, the Corporation may provide (a) advances to pay reimbursable expenses reasonably expected to be incurred by a Director or officer, (b) advances to pay premiums on life insurance if each advance is secured by the cash value of the policy, (c) advances for indemnification, (iv) loans or advances pursuant to employee benefit plans, (d) loans secured by the principal residence of an officer, and (e) loans to pay relocation expenses of an officer.
Section 5. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Board of Directors, any committee when exercising any of the powers of the Board, and any meetings of other designated bodies of the Corporation. The Corporation’s books and records may be in written form (or any other form convertible within a reasonable time into written form) for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a tion. The following items shall be kept at the principal office of the Corporation: (a) the original or a certified copy of the Articles of Incorporation, Bylaws, and committee charters, (b) a list of the names and business addresses of all current directors and officers and (c) the most recent biennial report delivered to the Mayor of the District of Columbia. All books and records of the Corporation may be inspected for any proper purpose at any reasonable time.
Section 6. Coordination of Positions and Terms with Pre-Incorporation Actions. Prior to its incorporation, activities of the Corporation were undertaken by a predecessor organization on an unincorporated basis, including as to certain individuals designated by such unincorporated organization named as directors, officers and delegates thereof, and for certain terms of office in relation to such positions. In order to minimize dislocation to transition activities on a coordinated basis, including by establishing terms of offices that expire on a staggered basis, the initial Board named in the Article of Incorporation may, notwithstanding any other provision of these Bylaws, by resolution adopted by such initial Board appoint, elect, or otherwise designate individuals to have positions and terms that reflect their status with such unincorporated organization so as to effectuate the transition of their comparable roles with this Corporation on a reasonably seamless basis as determined in the sole discretion of such Board.
Conflict of Interest Transactions
In addition to any other policies as to conflict of interest transactions that the Corporation may, from time to time, adopt, the Corporation shall, at a minimum, adhere to the following procedures with respect to conflict of interest transactions: A contract or transaction between the Corporation and one or more of its Directors, members of a designated body, or officers or between the Corporation and any other entity in which one or more of its Directors, members of a designated body, or officers are Directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the Director, member of a designated body, or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or (2) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board. For purpose of this Article VIII, common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this Article.
Section 1. Purpose of the Grants. The Corporation shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in the Corporation's Articles of Incorporation.
Section 2. Exclusive Power in the Board of Directors. TheBoardofDirectorsshall have exclusive control over grants, contributions, and other financial assistance given by the Corporation. The Board of Directors (or an authorized committee thereof) shall review all requests for funds and shall require that such requests specify the use to which the funds will be put. If the Board of Directors approves a request for funds, the Board (or authorized committee) shall authorize payment of such funds to the approved grantee.
Section 3. Refusal; Withdrawal. The Board of Directors, in its sole and absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board of Directors, in its sole and absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other charitable, scientific or educational purposes.
Section 4. Grants to Other Organizations. The Board of Directors may make grants to any organization described as operating for charitable, scientific or educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code. Such an organization may be a domestic or a foreign organization. If the Board of Directors approves a grant to another organization for a specific project or purpose, the Corporation may solicit funds for the grant. However, contributions received by the Corporation from such solicitations are regarded as for the use of the Corporation and not for the grantee organization.
Section 5. Accounting Required. The Board of Directors shall require that all grantees furnish a periodic accounting to show that the funds were expended for the purposes that were approved by the Board.
Section 6. Restrictions on Contributions. The Corporation retains complete control and discretion over the use of all contributions it receives. Contributions received by the Corporation from the solicitations for specific grants shall be regarded as for the use of the Corporation and not for the organizations for which the funds were solicited. The Corporation refuses to accept contributions earmarked exclusively for allocation to one or more foreign organizations.
These Bylaws and the Articles of Incorporation of the Corporation may be amended, repealed, restated or altered, in whole or in part, and new Bylaws or Articles of Incorporation, or amendments thereto, as the case may be, may be adopted, by a majority vote of all of the members of the Board then in office.