By-Laws



of
THE INTERNATIONAL SOCIETY
FOR COMPUTER ASSISTED
ORTHOPAEDIC SURGERY
 

ARTICLE
Object, Purpose, Scope, and Language


Section 1.

The purpose of The International Society For Computer Assisted Orthopaedic Surgery (abbreviate “CAOS-­International”; hereinafter "Society"), a non-­profit organization, is to bring together those individuals throughout the world, who, by their contributions and activities in the areas of research, clinical study, and clinical use, have or are indicating interest in computer assisted orthopaedic surgery.
Its further purpose will be to serve as a forum for the exchange of information of both an investigative and clinical nature which relates to preoperative planning, simulation, intraoperative execution, and postoperative evaluation of orthopaedic surgical procedures by means of computer assistance.
The Society aims to promote a new partnership between orthopaedic surgeons and technologists as a necessary basis for the successful integration of computer assisted surgical tools and techniques into the daily clinical routine.
It will seek to accomplish these goals by holding its Annual Meeting and related meetings, by disseminating information which may be made available to it as an organization either at these meetings or independently, by stimulating basic and clinical research, and by organizing postgraduate teaching programs and assisting Universities in developing graduate and post-­graduate teaching programs.
The Society shall collaborate and co-­operate with other associations and bodies whose efforts are directed at the same objectives and whose interest are allied with or are similar to those of the Society itself.


Section 2.

The official language of the Society shall be English.

ARTICLE
Domicile Offices, Liabilities, and Indemnification


Section 1.

The Society will have its domicile in Zurich. It may also have offices in other places as shall be desired.

Section 2.

Individual members cannot be made liable for any liabilities of the Society as such. Nor shall any member, officer, agent, or employee be liable for his acts or failure to act under Constitution bylaws except for acts or omissions to act based on his willful misfeasance. The Society shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of the Society.
Section 3.

The Society shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request or by its election as a director or officer of another corporation against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party by reason of being or having been directors or a director or officer of the Society or of such other corporation except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE
Meetings


Section 1.

The Annual Meeting of the members of the Society shall be at a time and place designated by the Executive Committee headed by the Chairman. Simultaneously with the designation of the time and place the Executive Committee shall appoint a member to be the President for that Annual Meeting.
The Annual Meeting shall consist of a scientific session as arranged by the Program Committee, and a General Assembly Meeting. The General Assembly shall be conducted as a Business Meeting and a second Business Meeting shall be conducted, if required by the By-­Laws.
The site selection process shall be as follows: Potential sites for the Annual Meeting shall be proposed and solicited by the Executive Committee three and a half years prior to the Annual Meeting.
The Executive Committee shall execute these actions in a way as to enable the Chairman and the Secretary General of the Society to present the proposed sites to the Executive Committee in sufficient time so that the Executive Committee can vote on place and time of the Annual Meeting as well as appoint the President no later than one month prior to the next Annual Meeting.
The Executive Committee shall inform the members of the Society about its decision at the Annual Meeting three years prior to the holding of the Annual Meeting.


Section 2.

Conduct of the General Assembly: all meetings of the Society shall be governed by the parliamentary rules and uses contained in the most current edition of Robert‘s Rule of Order.

Section 3.

The convening of a General Assembly will be in accordance with the By-­laws and the provisions of the law if one fifth of the members demand the convening of a General Meeting.

Section 4.

Unless otherwise provided voting shall be by the simple majority of those members present. The Chair-­ man of the Executive Committee shall have the casting vote.

Section 5.

Every member shall have the right to appeal to the courts within one month against any resolution of the Society which breaches the Constitution or the law, always provided that he or she did not vote in favor of such resolution.

ARTICLE
Membership


Section 1.

Membership in the Society will be limited to individuals with demonstrated continuing interest in the field of computer assisted orthopaedic surgery. All active and senior members will have equal status. Annual payment of subscriptions, as these shall be proposed by the Executive Committee and approval by the General Assembly is required.

Section 2.

Membership shall be offered upon reviewed application filed by the candidate or invitation.
Any person wishing to become a member of the Society shall apply in writing to the Secretary General of the Society. Additionally, prospective active members can apply by submitting the application form provided on the Society’s website.
Applications shall be reviewed and admitted by one of the following organs: the Membership Committee, the Executive Committee, the General Assembly, the Secretary General of the Society or the Secretary’s delegate.
The new member shall acquire membership rights and duties as soon as it has been admitted.


Section 3.

Restrictions and limitations on the number of members may be determined by a majority of the active members at a General Assembly.

Section 4.

Expulsion from Membership
  • This may be initiated if complaints or charges relative to a member are received in writing. These would then be referred to the Membership Committee. The Membership Committee would cause such investigation to be made as conforms to due process and submit a report to the Executive Committee. The Executive Committee could either act affirmatively or negatively upon the allegations. If the allegations were felt to be of sufficient seriousness to warrant removal from membership, this must be accomplished by a vote of the members at a General Assembly of the subsequent Annual Meeting and will require three-­fourths of the vote of the members present and voting to remove from membership.
  • Failure to make annual payment of dues after due notification (as these shall be established by the Executive Committee) will automatically result in cancellation of membership and attendant privileges.
  • Failure to comply with Article IV, Section 1 and Section 3, will subject the member to a review of his membership status.


Section 5.

Classification of membership
  • Active Membership: Active members shall only be obliged to pay the annual subscription dues as set forth in Article VII, Section 1. An active member is entitled to vote and hold office.
  • Senior Membership: There is a mandatory change of status to Senior Membership at the age of 65 years or at the discretion of the Society, if retiring from his professional status. A senior member is not required to pay annual subscription dues. A senior member may attend Annual Meetings and participate in discussions. He will retain voting rights and can be elected to office.
  • Honorary Membership: Proposal for Honorary Membership will be made by the Membership Chairman upon direction of the Executive Committee. Election to Honorary Membership requires three-­fourths of the vote of the active members present and voting. An Honorary Member may attend Annual Meeting, participate in discussions and has voting rights. Honorary Members will be neither candidates for elective office nor committee appointment. An Honorary Member will not be charged subscription dues.
  • Corporate Membership: All Corporate members will be active, but non-­voting members of the Society. Corporate members can sit on committees but not chair any committee except the Commercial Partners Committee.
  • Institutional Membership: Any established major research society can become an institutional member when admitted by a majority of the Executive Committee. Institutional members shall be obliged to link to the Society’s website. In return the Society shall link to the website of the institutional members. Universities and Hospitals meet the requirements for qualification for the Institutional Membership provided that they are considered to take key functions for new developments in Computer Assisted Orthopaedic Surgery. Institutional members shall be obliged to pay the annual subscription dues.

ARTICLE
Annual meeting procedures


Section 1.

Non-­members are entitled to attend the Annual Meeting. They are considered guests of the Society, but are required to pay the usual fees for the meeting.
Authors of papers and/or posters presented at the Annual Meeting who are not members of the Society are considered guests of the Society, but are required to pay the usual fees for the meeting.


Section 2.

The President, Secretary General, and Chairman may extend invitations to an Annual Meeting at their discretion. The President may waive the requirement for payment of registration fees for the meeting in the case of a Presidential Guest Speaker.

ARTICLE
Officers


Section 1.

The officers of the Society shall be:
  • A President, President-­Elect, and Past President. Each is elected during the Society Annual meeting for a one-­year term. The President is responsible for organizing the Society Annual meeting. The President-­Elect is elected for one year prior to the Annual meeting. The President becomes the Past President upon the completion of his/her term for one year.

  • A Chairman, Chairman Elect, and Past Chairman. Each is elected during the Society Annual meeting. The Chairman is responsible for broad, mid-­ and long term planning and promotion of the Society. The Chairman is elected during for a three-­year term and can be re-­elected for a single additional term of up to three years. The Chairman-­Elect is elected for one year prior to the Annual meeting. The Chairman becomes the Past Chairman upon the completion of his/her term for one year.

  • A Secretary General, Treasurer, and Program Committee Chair. Each is elected during the Society Annual meeting for a three-­year term and can be re-­elected for a single additional term of up to three years. In addition, the Secretary General becomes the Past Secretary General upon the completion of his/her term for one year.

If possible, the mentioned officers shall equally represent by their education and activities members of the technological side and the clinical side of Computer Assisted Orthopaedic Surgery.
The inauguration of the President shall take place during the banquet of the Annual Meeting.
During the term of Presidency, the President shall automatically be appointed member of the Program Committee. The President shall be entitled to attend Committee Meetings but shall not be obliged to take part in the abstract review process.
All other officers shall be elected at the Annual Meeting and shall take office at the final Business Meeting of the same Annual Meeting.


Section 2.

The Chairman shall be the principal Executive Officer of the Society and shall in general supervise and control all of the business affairs of the Society. The Chairman is chosen by the Executive Committee based on recommendations by the Search Committee and is approved by voting in the General Assembly. The Chairman shall preside at all meetings of the members and will serve as Chairman of the Executive Committee. The Chairman will sign with the Secretary General or the Treasurer any legal instrument which the Executive or Membership Committee has authorized to be executed. The Chairman shall appoint all committees, except those specifically otherwise provided for in the By-­Laws, and shall be exofficio members of all committees except the Nominating Committee. The Chairman is a member of the Executive Committee for five years: one year as Chairman-­Elect, three years as Chairman, and one year as Past Chairman. If re-­elected for an additional three-­year term, the Chairman will be part of the Executive Committee for at most eight years. It is the Chairman duty to coordinate with the President all aspects related to the Society Annual Meeting.
The President is responsible for organizing the Society Annual Meeting. The President is chosen by the Executive Committee based on the Conference Site bidding process. The President is a one-­year position. The President is a member of the Executive Committee for three years: one year as President-­Elect, one year as President, and one year as Past President. The President is in charge of coordinating with the Program Chair and the Secretary General to define all the organizational and content aspects of the Annual Meeting.


Section 3.

The President shall preside at the meetings of the Society in the absence or upon the request of the Chairman. In the event of the death or incapacity of the Chairman, the President shall assume the duties of the Chairman till the chairman elect takes over or is elected.

Section 4.

The Secretary General shall keep Minutes of the Meetings of the Executive Committee and of the General Assembly of the Society. The Secretary General will see that all notices are duly given in accordance with the desires of the members and the officers of the Society. The Secretary General shall keep a register of the addresses of each member which shall be furnished to him by each member. The Secretary General shall maintain the correspondence of the Society and keep records of all meetings of each Committee and in general perform all duties incident to the office of Secretary General, have charge and custody and be responsible for all funds and assets of the Society.
The Treasurer shall receive and give receipt for money due and payable to the Society from any source whatsoever, and to deposit all such money in the name of the Society in such banks and depositories as shall be appropriate. The Treasurer shall collect all funds and subscriptions and keep an itemized account of receipts and expenditures and present a report to the Society on an annual basis.

ARTICLE
Subscriptions and Dues


Section 1.

The annual subscription dues for active and corporate members shall be USD 150.00. It can be changed by the proposal to and approved by the General Assembly. The annual subscription dues for institutional members shall be USD 400.00. The liability for all categories of members shall explicitly be limited to payment of the individual subscription dues.

Section 2.

There shall be two different annual subscriptions for Sponsorship Corporate. Fees and associated conditions of Sponsorship Corporate can be changed by the proposal to and approved by the General Assembly.
  • USD 2’500.00, which will include a link on the web page of the Society, recognition of sponsorship at the annual meetings, nomination of two corporate memberships (membership fees waived), and one seat on the Commercial Partners Committee.

  • USD 1’000.00, which will include recognition of sponsorship at annual meetings and on the web page of the Society and nomination of one corporate membership (membership fees waived).


ARTICLE
Committees


Section 1.

Executive Committee
The Executive Committee shall be composed of the President, the President-­Elect, the Past President, the Chairman, the Chairman-­Elect, the Past Chairman, the Secretary General, the Past Secretary General, the Treasurer, the Program Committee Chair. In addition, a Member-­At-­Large shall be selected for a three-­year term through nominations and an email vote by the Executive Committee one month prior to the Annual Meeting.
Up to six more Executive Members will be selected by the Executive Board for the following designated roles:

  • Fellowship coordinator: is responsible for organizing the international fellowships program. The coordinator will look for Fellowship candidates and for Centers that offer facilities for CAOS surgeons training. The coordinator will then match between them.

  • Research projects coordinator: is responsible for coordinating research interests and initiatives from researchers for multi-­center trials. The coordinator will to get people in contact, help look at the proposals for research and guide the researchers.

  • Literature coordinator: is responsible for looking at the evidence in the field of CAOS and arrange it systematically, update it every month to keep the members and public informed of the progress.

  • Membership coordinator: is responsible for devising and proposing strategies to attract new members and increase the strength of the society and spread it around the world.

  • National societies coordinator: is responsible to coordinate efforts with the National and Regional CAOS societies, help create new ones, and see how we can benefit each other in progression of the cause.

  • Website coordinator is responsible for keeping the website up to date from the activities going on around the world and our society and its members achievements.

Note that one person can more fulfill than one role, and roles can be fulfilled by Executive Board members holding other posts, e.g. Past Secretary General.
The President, President-­Elect, Past President, Chairman, Chairman-­Elect, Past and Chairman will rotate and serve as described above. The Secretary General, Treasurer, Program Committee Chair, and Elected Members will serve for three-­year periods and can be re-­elected for a single additional term of up to three years. The Member-­At-­Large will serve for a three-­year period and cannot be re-­elected. The Past Secretary General will remain on the Executive Board for a year to ensure continuity.
The Executive Committee shall meet twice during the Annual Meeting, and shall hold a third meeting by conference call on the Saturday prior to the Annual Meeting of the American Academy of Orthopaedic Surgeons.


Section 2.

Program Committee
The Program Committee shall consist of up to fifteen members, plus the President and the Secretary General. The members but not the President and the Secretary General shall serve staggered two year terms, two members being replaced each year. The Chairman shall be the elected member. The President shall serve on the committee in order to coordinate meeting activities and the meeting schedule with the paper selection process, but shall not be obliged to take part in the abstract review process. The Program Committee will meet/communicate no later than seven weeks after the abstract submission deadline to finalize the selection process and the Annual Meeting program.
In its deliberations the Program Committee shall classify papers into the following categories:
  • Accepted for the Annual Program as oral presentation.

  • Accepted for the Annual Program as special poster presentation.

  • Accepted for the Annual Program as poster.


Section 3.

Advisory Committee
The Advisory Committee will serve as an advisory body to the Executive Committee. The Advisory Committee Chair will be the Society Chairman. Secretary general will also form part of this committee for executive and information purpose and to provide committee with present knowledge.
Prominent active members of the CAOS community that are neither on the Executive Board nor on the Program Committee will form it. They include former CAOS Presidents, Chairman, Secretaries General, Treasurers, members of the Program Committee, industry executives and other prominent members of the community. They will be installed and removed by the Executive Committee based on their activities. They will meet with the Executive Committee once a year during the conference. They will be called to provide advice and perform specific actions on an ad-­hoc basis as necessary. There is no term and no limit to the size of the Advisory Committee.


Section 4.

Other Committees
Provision is made by the inclusion of this section for the creation of other standing or ad hoc committees that may be appropriate for fulfilling the objects, purposes and scopes of the Society. The nomination committees can be formed by the executive to make recommendations on need basis. Regional and national representatives may also be formed as part of a committee.

ARTICLE
Amendments to the By-Laws


Section 1.

All proposed amendments/alterations to the By-­Laws shall be submitted in writing to the Secretary General. These shall be distributed to the membership at least one month before the meeting at which time they are to be voted upon.
Under special circumstances the Chairman may recommend that the three month waiting period be waived and the proposed amendment/alteration be submitted in writing at the Business Meeting, This amendment/alteration will be voted upon at the Business Meeting at the same Annual Meeting.

ARTICLE
Dissolution


Section 1.

The dissolution of the Society may be resolved upon at any time. The Society will automatically seize to exist legally in the event of its insolvency or if there cannot be elected the President, the Chairman, the Secretary General and a Treasurer in accordance with the By-­laws.

Section 2.

After the dissolution of the Society, the remaining assets shall be transferred to an institution with an equal or similar purpose. The distribution of the remaining assets to the members of the dissolved Society is not possible.

ARTICLE
Validity


Section 1.

These By-­laws, voted upon and approved by the second Business Meeting held on June 19th, 2015. have effect from this date and replaces those adopted at the meeting establishing the Society held previously.