By-Laws

By-laws of

THE INTERNATIONAL SOCIETY FOR COMPUTER ASSISTED ORTHOPAEDIC SURGERY

 

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. 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 II
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 Secretary 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 III
Validity

Section 1.

These By-laws, voted upon and approved by the second Business Meeting held on June 23, 2006 effect from this date and replaces those adopted at the meeting establishing the Society held on February 19, 2000.

ARTICLE IV
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 V
Meetings

Section 1.

The Annual Meeting of the members of the Society shall be at a time and place designated by the Executive Committee. Simultaneously with the designation of the time and place the Executive Committee shall appoint a member to be Site Conference Chairman 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 Secretary 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 Site Conference Chairman 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 President 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 favour of such resolution

 
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