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Society Bylaws
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Glaucoma Research Society

Zug, Switzerland

I. Name, Seat, Purpose, Activities and Financing
 
Article 1 - Name and Seat

There is hereby formed under the name of

Glaucoma Research Society

an association as defined by articles 60 et seq. of the Swiss Civil Code.
The seat of the Glaucoma Research Society (“The Society”) is in Zug, Switzerland.

Article 2 - Purpose and Activities

The Society is a public interest, non-profit scientific association of ophthalmologists, scientists, and other persons concerned with the subject of glaucoma.

The purpose of The Society is to enhance the understanding of glaucoma, what it is, what causes it, and how best to diagnose and treat it. The Society’s specific aims and activities are in particular:

a)
To establish personal contacts and to promote exchanges between persons engaged in glaucoma research and the diagnosis and treatment of patients with glaucoma;
b)
To organize, every second year, The Meeting of the Glaucoma Research Society (“The Meeting” as referred to in Chapter IV of these by-laws), and to arrange other meetings as deemed appropriate;
c)
To encourage research work on glaucoma;
d)
To encourage collaborative studies of glaucoma.
 
Article 3 - Financing

The financial resources of The Society will come in particular from gifts, grants, legacies and dues. The dues for each Member, payable once every two years, shall be received by the Treasurer six months before the General Assembly. The amount shall be proposed by the Executive Committee, and voted upon by the active membership at the General Assembly.

II. Membership
 

Article 4 - Categories of Members

The Society shall have up to three categories of Members:

a)
Active Members
Membership is limited to 75 Active Members. An Active Member shall be active in research as evidenced by an average annual production of at least two articles on subjects related to glaucoma in peer-reviewed journals.
b)
Senior Members
A Senior Member is a member who has been an Active Member but now, because of changes in career direction, is no longer as actively involved in glaucoma research and no longer produces two or more articles in peer reviewed journals per year. Senior Members are invited to attend the General Assembly and The Meeting, but do not need to present papers. They are not required to pay dues, have no right to bring a guest, and no right to vote.
c)
Honorary Members
It is not necessary for an Honorary Member to have been an Active and / or Senior Member of The Society. This honorary status may be conferred on individuals who in the view of The Society have been outstanding contributors to knowledge on glaucoma and related subjects. Honorary Members are invited to attend the General Assembly and the Meeting. They are not required to pay dues, have no right to bring a guest, and no right to vote.
 

Article 5 - Admission of New Members

The mechanism for the election of an Active Member is as follows: An Active Member of the Society may propose one and second one other candidate member. The Executive Committee will decide which nominees will be selected for candidate membership. Those selected will be invited to attend The Meeting and present a paper relating to their work. The paper can be on any subject relating to glaucoma and should be previously unpublished work. It is the aim of The Society to maintain as wide a geographical distribution of Active Members as possible. This factor will be taken into account when deciding on candidate membership. Active Members will be elected after the Meeting by the Executive Committee.

Senior Members are selected from amongst the Active Members by the Executive Committee, and are then invited to become Senior Members.

Honorary Members may be so designated by the Executive Committee, who may from time to time receive nominations from the membership. Following ratification at the General Assembly, the President will invite an individual to the honorary membership category.

Article 6 - Termination of Membership

Membership of the Society will be terminated if:

a)
An Active Member does not attend two consecutive Meetings of The Society unless he or she provides reasons for non-attendance which are acceptable to the Executive Committee;
b)
The Member shall indicate to the Executive Committee that he or she wishes to resign, or
c)
There is non-payment of dues.

The Executive Committee, by a three-quarters majority of those present, shall decide on whether or not to terminate a membership (Active or Senior). The decision of the Executive Committee must be ratified by the membership at the General Assembly of the Society.

Members whose membership is terminated have no claim whatsoever in respect of any assets of the Society.

Article 7 - Members’ Rights

Active Members have in particular the following rights:

a)
Participation in the General Assembly, with in particular the right to vote;
b)
Drawing up of proposals for inclusion in the agenda of the General Assembly;
c)
Participation in The Meeting, conferences, meetings etc. organized by
The Society;
d)
Nomination or seconding of new members.
 
Article 8 - Members’ Liabilities

Only the assets of The Society shall be drawn from in satisfaction of any obligations of The Society. The Members of The Society will not be liable for any obligation of The Society. The only financial obligation of Active Members shall be the payment of dues (article 3).

III. Organization
 
Article 9 - Bodies of the Society

The bodies of the Society are:

A. General Assembly (Business Meeting)

B. Executive Committee - Officers

A. General Assembly (Business Meeting)

Article 10 - Powers

The General Assembly of the Active Members is the supreme authority of The Society. The General Assembly has the following powers:

a)
Modification of the by-laws of The Society. For acceptance, the proposed modification requires a two-thirds majority of the total of Active Members present at the General Assembly. Such a vote may only take place if at least a third of its Active Members are present (attendance quorum);
b)
Ratification of honorary membership (article 5 par. 3) and termination of member-ship (article 6 par. 2) as proposed by the Executive Committee;
c)
Election of the President, the Secretary, the Treasurer and the other members of the Executive Committee from the candidates proposed by the Executive Committee;
d)
Removal of members of The Society’s bodies upon just cause (article 65 par. 3 Swiss Civil Code);
e)
Approval of the Executive Committee’s report on the activities of The Society and the financial statements;
f)
Discharge of the Executive Committee from liability;
g)
Discussion by all Members of any and all other points of the agenda;
h)
Approval of the amount of the dues to be paid by the Active Members (article 3);
i)
Dissolution of The Society. To dissolve The Society, a two-thirds majority of the total of Active Members present at the General Assembly is required. Such a vote may only take place, if at least a third of its Active Members are present (attendance quorum).
 
Article 11 - Ordinary General Assembly, Agenda and Decision-making

The Ordinary General Assembly to which all Members shall be invited shall be held at least every two years.

The agenda for the General Assembly of the Members shall be mailed to each Member at least six weeks in advance of the General Assembly. All members have the right to bring suggestions to the notice of the Executive Committee in time for them to be included in the agenda if they fall within the powers of the General Assembly.

All Members are permitted to speak at the General Assembly and to discuss issues, but only Active Members will be entitled to vote. Each Active Member shall have one vote. Only the Active Members present shall be entitled to vote. Voting by proxy or by correspondence is not permitted.

The General Assembly shall decide by simple majority of those in attendance unless provided otherwise by law or under these by-laws.

Article 12 - Extraordinary General Assembly

An Extraordinary General Assembly may be convened:

a)
By a decision of the Executive Committee; or
b)
If at least one-fifth of the Society’s Members with the right to vote make such a request in writing (article 64 par. 3 Swiss Civil Code). The request shall specify the items for the agenda and set out the reasons why the agenda items cannot wait until the next Ordinary General Assembly to be considered. An Extraordinary General Assembly shall be held within three months of receipt of the request.

B. Executive Committee - Officers

Article 13 - Powers

The Executive Committee is responsible for the management of The Society and shall represent it towards third parties. The powers of the Executive Committee will include in particular:

a)
Election of Active and Senior Members and the proposing to the General Assembly of Honorary Members (article 5);
b)
Proposing to the General Assembly of termination of membership (article 6 par. 2);
c)
Preparation of the General Assembly - including proposals for candidate members for the Executive Committee - and preparation of The Meeting every two years;
d)
Maintenance of active contact with glaucoma symposia and glaucoma specialists in different countries in order to make a broad, international understanding of glaucoma;
e)
Administration of the financial and other administrative affairs of The Society;
f)
Formulation of policies and information of the Active Members.
 
Article 14 - Composition and Election

The Executive Committee shall consist of the President, the Secretary, the Treasurer (“Officers”) and the Past-President plus three individuals (“Non-Managing Members”) elected, with the exception of the Past President, by the General Assembly of The Society. As The Society is an international one, it is expected that the Non-Managing Members of the Executive Committee will reflect this. The term for the Non-Managing Members shall be four years. A Non-Managing Member of the Executive Committee may be re-elected once in the capacity of an Officer. All members of the Executive Committee may be elected for one further term in the capacity of President. The President shall remain on the Executive Committee one extra term as Past-President. Members of the Executive Committee are elected for terms of 4 years. The Executive Committee shall be elected so as to assure that their terms start in a staggered fashion.

Article 15 - Officers

The Officers of the Society shall consist of the President, the Secretary and the Treasurer.

The President will be responsible for calling and running the meetings of the Executive Committee, as well as the General Assembly of The Society and The Meeting.

The Secretary is responsible for recording the activities of the meetings, corresponding with the Members, and for keeping a record of the activities of The Society.

The Treasurer shall be responsible for monitoring the financial status of The Society, keeping its financial records, and making recommendations regarding the financial status of The Society to the Executive Committee, or through the Executive Committee, to the Members.

IV. The Meeting of the Glaucoma Research Society
(The Meeting)

IV. The Meeting of the Glaucoma Research Society (The Meeting)
 
Article 16 - General

The Meeting of the Glaucoma Research Society of the International Congress of Ophthalmology shall be held at two year intervals. The Meeting shall be organized and run by the Executive Committee under the direction of the President of The Society.

Article 17 - Attendance

Attendance at The Meeting shall be limited to Active, Senior and Honorary Members with the following exceptions:

a)
Each Active Member may bring one guest; this guest should preferably be engaged in the work to be discussed at The Meeting. Active Members are required to attend The Meeting in order to invite a guest;
b)
Up to twenty observers from the region in which The Meeting takes place may be invited;
c)
Up to five other individuals may attend The Meeting at the discretion of the Executive Committee.
 
Article 18 - Scientific Papers

The format of The Meeting is decided by the Executive Committee. The Executive Committee may decide, for example, that abstracts of papers to be discussed at The Meeting be distributed to each Active Member at least six weeks prior to The Meeting.

Article 19 - Scientific Papers

The Executive Committee shall decide who is invited to deliver the Goldmann Lecture. The person(s) invited need not be a member(s) of The Society. The lecturer will be awarded the Society’s Goldmann Medal.

V. Dissolution and Liquidation
 
Article 20 - Dissolution

The Society may be dissolved by a two-thirds majority of the total of Active Members present at a General Assembly. Such a vote may only take place, if at least a third of its Active Members are present (attendance quorum).

Article 21 - Liquidation

Any liquidation of the Society shall be carried out by the Executive Committee, unless it transfers this task to a third party.

VI. Miscellaneous
 
Article 22 - Official Language

The official language of The Society is English. Meetings shall be conducted in English, and correspondence and papers shall be written in English.

Article 23 - Communications

All communications, notices etc. in relation to The Society may be made by post, fax, or email, or by any other usual and reliable means of communication.

Article 24 - Registration in the Commercial Register

The Executive Committee may decide to register The Society at the Commercial Register of its seat.

Article 25 - Enforcement

These by-laws have been adopted unanimously at the founding meeting of The Society held on 2 March 2007 in Zug, Switzerland and enter in force immediately upon their adoption.

On behalf of the 7 founding members:

Professor Makoto Araie, MD, University of Tokyo, Tokyo, Japan

Professor Franz Grehn, MD, University Eye Hospital, Würzburg, Germany

Professor Anders Heijl, MD, Malmö University Hospital, Malmö, Sweden

Professor Raymond Paul LeBlanc, MD, Dalhousie University, Halifax, Canada

Professor Don Minckler, MD, Estelle Doheny Eye Institute, Los Angeles,
California, USA

Professor Richard K. Parrish II, MD, Bascom Palmer Eye Institute, Miami,
Florida, USA

Professor Remo Susanna Jr, MD, University of São Paulo, São Paulo, Brazil