ARTICLE I

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 and related fields.

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 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 post-graduate 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 II

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 by-laws 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 III

Meetings

Section 1.

The Annual Meeting of the members of the Society shall be at a time and place designated by the Executive Board headed by the Chairman. Simultaneously with the designation of the time and place the Executive Board shall appoint a member to be the President for that Annual Meeting.

The Annual Meeting shall consist of scientific sessions 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 President as well as the Executive Board may arrange preconference educational as well as advanced scientific workshops associated to the Annual Meeting.

The site selection process shall be as follows: Potential sites for the Annual Meeting shall be proposed and solicited by the Executive Board at least one and a half years prior to the Annual Meeting.

The Executive Board 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 Board in sufficient time so that the Executive Board can vote on the 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 Board shall inform the members of the Society about its decision at the Annual Meeting one year 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 Assembly.

Section 4.

Unless otherwise provided voting shall be by the simple majority of those members present. The Chairman of the Executive Board 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 IV

Membership

Section 1.

All active members will have equal status. Annual payment of subscriptions, as these shall be proposed by the Executive Board and approval by the General Assembly is required. The annual membership subscription rates approved by the General Assembly will be published on the Society's website at least three months prior to the end of the due date of the new (annual) subscription period.

Section 2.

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 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. The Secretary General coordinates membership acquisition and administration and reports to the Executive Board and the General Assembly. The Secretary General is supported by the Website Coordinator.

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

a) 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 Board 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.

b) 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.

c) 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

a) Personal Active Membership: Personal Active Members shall only be obliged to pay the annual subscription dues as set forth in Article VII, Section 1. A personal active member is entitled to vote and hold Students may apply for Individual Active Membership with reduced annual fees. Further benefits of a Personal Active Membership may be decided by the Executive Board and published on the Society's website at least three months prior to the end of the due date of the new (annual) subscription period.

b) Honorary Membership: Proposal for Honorary Membership by members of the Executive Board. Election to Honorary Membership requires three-fourths of the vote of the General Assembly 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 membership subscription dues.

c) 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 Corporate members shall be obliged to pay the annual subscription dues. Further benefits of a Corporate Membership may be decided by the Executive Board and published on the Society's website at least three months prior to the end of the due date of the new (annual) subscription period.

d) Institutional Membership: Any established research society or institution 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 Further benefits of Institutional Membership may be decided by the Executive Board and published on the Society's website at least three months prior to the end of the due date of the new (annual) subscription period.

ARTICLE V

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 Executive Board 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 Presidential Guest Speakers.

ARTICLE VI

Officers

Section 1.

The officers of the Society shall be:

1. A President, President-­Elect, and Past President. The President-Elect is elected during the Society Annual meeting for a one-­year term. The President is responsible for organizing the Society Annual meeting. The President becomes the Past President upon the completion of his/her term for one year while the President-Elect takes over from the President at a ceremony during the conference gala dinner at the annual meetings.

2. A Chairman, Chairman Elect, and Past Chairman of the Executive Board. 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 the Society Annual meeting 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.

3. A Secretary General, Treasurer, and Program Committee Chair and a Vice Program Committee Chair. Each is elected during the Society Annual meeting for a three-­year term and can be re­elected 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 and the Program Committee Chair becomes the Past Program Committee Chair 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 Conference Gala Dinner of the Annual Meeting.

During the term of Presidency, the President shall automatically be appointed member of the Program Committee and of the Executive Board. 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 for a three-­year term and can be re-­elected for a single additional term of up to three years and can be re-­elected for a single additional term of up to three years. They shall take office at the final Executive Board Meeting of the same Annual Meeting.

In the exercise of different offices, a member may also serve on the Executive Board for more than two three-year terms.

Section 2.

The Executive Board 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 Board 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 Board. The Chairman will sign with joint signatory power by two with the Secretary General or the Treasurer. The Chairman shall appoint all committees approved by the Executive Board, except those specifically otherwise provided for in the Bylaws, and shall be ex­officio member of all committees. It is the Chairman duty to coordinate with the President all aspects related to the Society Annual Meeting. The Chairman 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.

The President is responsible for organizing the Society Annual Meeting. The President is chosen by the Executive Board based on the Conference Site bidding process. The President is a one-­year position. 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 util the Chairman takes over or is elected.

Section 4.

The Secretary General shall keep Minutes of the Meetings of the Executive Board 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 Secretary General shall have access to the bank accounts and all related activities, e.g., bookings, payments, and transfers. The Secretary General is authorized to initiate payments and bank transfers of up to USD 5,000 and shall send the related documents, e.g., invoices with a paid note regarding including the date of the payment and the signature to the Treasurer. Payments exceeding this amount shall be initiated by the Treasurer and the Secretary General or the Chairman of the Executive Board acting with joint signatory power by two.

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 VII

Subscriptions and Dues

Section 1.

The annual subscription dues for personal active members shall be USD 50. The annual subscription dues for personal active student members shall be USD 25. The annual subscription dues for institutional members shall be USD 400. The liability for all categories of members shall explicitly be limited to payment of the individual subscription dues. Fees and associated conditions for memberships can be changed by the proposal to and approved by the General Assembly and published on the Society's website at least 3 months prior to the end of the due date of the new (annual) subscription period.

Section 2.

There shall be two different annual subscriptions for Corporate Members. Fees and associated conditions of Corporate Memberships can be changed by the proposal to the Executive Board and approved by the General Assembly and published on the Society's website at least three months prior to the end of the due date of the new (annual) subscription period.

Small Enterprises with a self-declared gross annual turnover of less than USD 30M <30MUSD shall pay an annual subscription fee of USD 1,000. Large Enterprises with a self-declared gross annual turnover greater than USD 30K shall pay an annual subscription fee of USD 2,500.

ARTICLE VIII

Committees

Section 1. Executive Board Officers

The Executive Board 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, and the Program Committee Chair. In addition, the following Executive Board Officers shall be elected by the General Assembly for a three-year term and can be re-elected for a single additional term of up to three years. They shall take office at the final Executive Board Meeting of the same Annual Meeting.

1. Two Members-At-Large: one representative each from the medical/clinical field and one from the technical field representing all members of the Society.

2. Two Fellowship Coordinators: one representative each from the medical/clinical field and one from the technical field. They shall be responsible for organizing the Society International Fellowships program. The coordinators will look for Fellowship candidates and for Centers (including but not limited to institutional members) that offer facilities for surgical training and/or research internships.

3. Two Joint Research coordinators: one representative each from the medical/clinical field and one from the technical field. They shall be responsible for coordinating research interests and initiatives from researchers for multi-­center clinical trials and research initiatives. The coordinators shall promote contacts between members, support the organization of focus groups initiatives, e.g. common resources such as databases of open access and open source software tools, anonymized case or cadaver data, data on clinical pathways, digital data communication and standard operating procedures (SOPs) or related challenges on data processing, machine learning. They shall coordinate with the Website Coordinator the access for members to the common resource, e.g. databases of open access and open source software tools, anonymized case or cadaver data.

4. Two Literature leads: one representative each from the medical/clinical field and one from the technical field. They shall be responsible for elaborating with the Website Coordinator and the Joint Research coordinators an annual list of CAOS related publications from all CAOS members. They shall support members to get into contact for review and metareview publication initiatives related to CAOS technologies the online collection of members.

5. Website coordinator: shall be responsible for keeping the Society website up-to-date with the ongoing and future activities around the world and of the achievements of the Society and its members. The Website Coordinator shall cooperate with the Secretary General on membership administration and related reporting and may be supported by support staff paid on an hourly basis.

6. Two Young Investigator representatives: one representative each from the medical/clinical field and one from the technical field. They shall actively contributing to the further development of topics and activities of our society. The representatives should be members of the society and PhD students or post-doc for 10 years or less. Preference will be given to women with equal qualifications. Applications shall be sent to the Secretary General at least one month prior to the Annual Meeting. Applications will be reviewed by the Executive Board and proposed to the General Assembly.

Note that one person can fulfill more than one role, and roles can be fulfilled by Executive Board members holding other posts, e.g. the Past Secretary General.

The Executive Board shall meet twice during the Annual Meeting, and shall hold three further tri-monthly meetings during the year.

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 three-year terms, with two members being replaced each year. The Chairman and the Vice Chairman shall be the elected members. 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 abstract submission deadline and the deadline to finalise the selection process will be coordinated with the meeting registration time schedule and its early bird and regular registration deadlines. In the event of the death or incapacity of the Chairman, the Vice Chairman shall assume the duties of the Chairman till the Chairman takes over or is elected.

In its deliberations the Program Committee shall classify papers into the following categories:

a) Accepted for the Annual Program as oral presentation.

b) Accepted for the Annual Program as special poster.

c) Accepted for the Annual Program as poster.

Section 3. 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 Board to make recommendations on need basis. This may include (but is not limited to) Focus Groups of members cooperating on defined research topics or areas proposed to the Executive Board via the Secretary General by at least two active members. The proposal should contain a short description of the background and motivation, objectives and a tentative list of participants as well as a time frame (1-3 years maximum). If approved by the Executive Board, the focus groups also have the possibility to apply for Society grants for focus group workshops, meetings, joint research activities, establishment of database infrastructures or other activities of common interest for the society. Focus groups should report on their activities on annual meetings of the society, e.g. in preconference workshops or conference paper contributions. Typically, the approval of Focus Groups by the Executive Board will be valid for 1-3 (maximum) years. Re-submissions of proposals (i.e. for prolongation of an activity or subsequent activities of the same group) to the Executive Board are possible.

ARTICLE IX

Amendments to the By-Laws

All proposed amendments/alterations to the By-­Laws shall be submitted in writing to the Secretary General. These shall be distributed to the Executive Board at least one month before the meeting at which time they are to be voted upon. All proposed amendments/alterations to the By-laws shall be approved by the General Assembly on the next annual meeting. Under special circumstances the Chairman may recommend that the one-month waiting period be waived and the proposed amendment/alteration be submitted in writing to the Executive Board. This amendment/alteration will be voted upon at the next Executive Board Meeting and shall be approved by the next General Assembly. Executive Board Meetings and General Assembly can be held in presence or online.

ARTICLE X

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 XI

Validity

These By-­laws, voted upon and approved by the Executive Board Meeting held on June 7^th, 2023 and the General Assembly held on June 9^th, 2023 have effect from this date and replaces those adopted at the meeting establishing the Society held previously.