International Epilepsy Surgery Society (Abbrev.: IESS)

Bylaws

§ 1 Name, Location and Activity 

1. The Association is called International Epilepsy Surgery Society (Abbreviation: IESS). 

2. It has its seat in Vienna and its activities are international and extend to the whole globe.  

§ 2 Purpose 

The Society, whose activity is non-profit and non-commercial, aims: 

1. to promote broadly scientific research and education on epilepsy with emphasis on the surgical aspects through connection and professional exchange between neurosurgeons and all epilepsy-related professions, and regional related organizations.  

2. to promote academic support and training with further education of neurosurgical residents and fellows interested in epilepsy surgery, trainees of all research and clinical practice dedicated to epilepsy as well as to inform its members through lectures, courses and meetings. 

3. to cooperate and interact in science and research with Universities and other public bodies 

4. to inform the public about the work of the IESS.

5. To advocate for the access of epilepsy surgery in the world

The Society would seek both private and governmental resources to fulfill these objectives. 

§ 3 Means to Fulfill the Society’s Purpose 

1. The purpose of the Society is to be achieved by ideational and material means:  

a) Lectures and seminars, conferences, courses, and meetings. 

b) Encouragement and support for research projects aimed at improving the field of epilepsy surgery in an interdisciplinary environment 

c) Publications and newsletters. 

2. For this purpose, the financial means will be raised by seeking donations and sponsorship, and by annual membership dues.

§ 4 Types of Membership 

1. Members of the International Epilepsy Surgery Society comprised Full Members, Trainee Members and Honorary Members. 

2. Full Members are in professional practice dedicated to the treatment of epilepsy. 

3. Trainee Members are physicians and health care professionals in training. 

4. Honorary Members are physicians and health care professionals not in practice, but who contributed outstanding service to the field of epilepsy surgery

§ 5 Becoming a Member 

1. In order to acquire Full or Trainee membership, an application has to be submitted. The Board decides about the admission by resolution, and the applicant is informed about the decision in writing. 

2. In order to become an Honorary Member, no application is needed. It is up to the Board to nominate an eligible and qualified person. In case this person agrees to this nomination, the General Assembly has to vote with a simple majority before, the status of an Honorary member is achieved.

§ 6 Termination of Membership 

1. Membership is terminated by death (for legal entities by the loss of legal personality), by voluntary resignation, or by disqualification. A person disqualifies as a member if this person deliberately acts against the purpose and mission of the Society and/or harms the Society´s reputation. Members can also be removed from the membership list by the Board, if financial liabilities are not met by March 31st of the current year. 

2. Membership can be terminated by December 31 of each year. This must be communicated to the Board at least 6 weeks in advance. If notification is late, termination will not be effective until the next withdrawal date. 

3. The exclusion of a member from the Society may be decreed by the Board for gross violation of membership duties and/or dishonorable behavior.  

§ 7 Rights and Duties of Members 

1. Members are entitled to participate in all events of the Society. The right to vote in the General Assembly as well as active and passive voting rights are entitled to Full Members only. 

2. Members are obliged to promote the interests of the Society to the best of their ability and to refrain from any action which could harm the reputation and the purpose of the Society. Members have to respect the statutes of the Society. 

§ 8 Bodies of the Society  

Bodies of the Society are the General Assembly (§§ 9 and 10), the Board (§§ 11 to 13), the internal auditors (§ 14), and the Nomination Committee (§15)

§ 9 General Assembly 

1. The annual General Assembly is held every year. 

2. An extra General Assembly can be held upon the decision of the Board or the General Assembly or upon a written, reasoned request of at least 1/5 of the members within 4 weeks. 

3. All members are invited in writing at least 3 weeks in advance to both the general as well as to extra Assembly. The announcement of the Assembly must include the agenda. The meeting shall be convened by the Board. 

4. Proposals for agenda items to be discussed at the General Assembly shall be submitted in writing to the Board at least 7 days before the General Assembly. 

5. All members are eligible for the General Assembly. Only Full Members are entitled to vote. Each member shall have one vote. A Full Member may exercise the voting rights of another Full Member by a written proxy. 

6. The General Assembly is quorate if half of all voting members (or their representatives) (paragraph 5) are present. If the General Assembly is not quorate at the appointed hour, it will take place 15 minutes later with the same agenda. If still not quorate decisions will be made separately by internet voting.

7. Elections and resolutions of the General Assembly are decided by a simple majority. Decisions which affect the statutes of the Society require a qualified majority of 2/3 of the votes cast. 

8. The President chairs the General Assembly; if the President is prevented from attending, his Deputy may chair the Assembly. If the Deputy is also prevented from attending, the oldest Board member by age present serves as Chairman.  

§ 10 Field of Activity of the General Assembly   

The following tasks are reserved for the General Assembly: 

1. Acceptance and approval of the annual report and closure of accounts. 

2. Appointment and discharge of the board members and election of interior auditors  See § 3.11 and § 14/1. 

3. Determination of membership fees for full and trainee members. 

4. Awarding and withdrawal of Honorary Memberships. 

5. Resolution on changes to the Statutes and the voluntary dissolution of the Society.  

§ 11 The Board  

1. The Board consists of the officers of the Society, the President and his/her Deputy (Vice-President), the Secretary and his/her Deputy (Vice-Secretary), the Treasurer and his/her Deputy (Vice Treasurer), and six general Board members. For the discussion of important factual issues, the expanded Board shall meet. The Board can also consult expert jurors responsible for different fields of specialization (§15) 

2. In the case of resignation of an elected Board member during his/her term of office, the Board elected by the General Assembly has the right to co-opt an eligible member to replace the resigned Board member. This proceeding has to be approved by the next General Assembly. 

3. The candidates for the Board can be nominated by any individual member of the society. The Nominating Committee is in charge to decide upon a slate of candidates with experience in the organization. The General Assembly then votes on the Board.  The  Board consisting of 11 members, excluding the present president, will  elect a President by majority vote among themselves. The President-elect and the elected Board members will divide up the individual functions among themselves after the election. In principle, the term of office of all Board members shall be limited. The term of the President shall be limited to a maximum of 3 years. The other Board members should belong to the Board for a maximum of 5 years. An extension of the term of office of the President or a Board member for another 3 years can be decided only at the written request of the Board or of a full member of the General Assembly. A simple majority decides the matter. 

4. In case of a motion of censure, the President as well as individual Board members must be voted upon at a General Assembly even during their term. The motion of censure must be made in writing and signed by at least 20% of full members. If the President or the Board member is approved by a simple majority or if there is no opposing candidate, his/her term is continued for another 3 years. 

5. The Board shall be convened in writing or orally by the President and in his/her absence by his/her Deputy. 

6. The Board is quorate if all Board members have been invited and at least 2/3 are physically or virtually present 

7. The Board shall take its decisions by a simple majority vote of all Board members present; in a tie vote, the President decides. 

8. The Board meeting is chaired by the President; if the President is prevented from attending, it is chaired by his/her Deputy. If the Deputy is also prevented from attending, the oldest member of the Board by age present shall chair the Board meeting. 

9. Board members may at any time declare their resignation in writing. The resignation is to be addressed to the Board; in the event of the resignation of the entire Board, the resignation is to be submitted to the General Assembly (§11). 

10. Elections shall be conducted by secret ballot at request.  

§ 12 Field of Activity of the Board  

The management of the Society remains under the responsibility of the Board, which is also responsible for all tasks that are not assigned explicitly by the statutes to another organ. Its field of activities includes the following matters:  

1. Preparation of the financial proposal, drafting of the annual report and closure of accounts. The Board is encouraged to manage the funds of the Society carefully and within the Society´s means.  

2. Preparation of the General Assembly. 

3. Convening ordinary and extraordinary general meetings. 

4. Management of the Society´s assets. 

5. Admission, exclusion and removal of members from the Society (§ 6.3). 

6. Information of the General Assembly on the activities and financial management of the Society. If a minimum of 1/4 of full members request this information, stating grounds, the Board shall provide such information within 4 weeks. 

7. The Board shall adopt its rules of procedure.  

8. Settlement of Disputes.

9. Modifications in the bylaws

§ 13 Special Obligations of Individual Board Members  

1. The President is the highest functionary in the Society. The President represents the Society, particularly to the general public, towards authorities, and to third parties. The President shall preside at General Assemblies and within the Board. 

2. The Secretary shall support the President in the conduct of Society business. The Secretary is responsible for keeping the minutes of the General Assembly and the Board meetings. 

3. The Treasurer is responsible for the proper management of the Society´s finances. 

4. Written statements and announcements of the Association, in particular documents which oblige the Society, have to be signed by the President and the Secretary; documents which concern the Society’s finances have to be signed by the President and the Treasurer.  

§ 14 Internal Auditor 

1. The Internal Auditor is elected by the General Assembly for a term of three years. 

2. The Internal Auditor is responsible for the current fiscal control and the review of clearance of accounts. The Internal Auditor will report the outcome of his/her review to the General Assembly. 

3. Provisions of § 11, paragraph 3 shall apply to the Internal Auditor correspondingly.  

§ 15 Nomination Committee

The nomination committee has the responsibility to decide upon a slate of candidates for the election of the Board. It consists of 3 full members elected during the General Assembly.

§ 16. Dissolution of the Society 

The voluntary dissolution of the Society can only be decided at an extra general Assembly convened for that purpose and by a 2/3 majority of the valid votes cast. 

2. If assets of the Society are available, the General Assembly also has to decide about the liquidation. In particular, the Assembly must appoint a liquidator and reach a decision about who the remaining assets should be transferred to after covering the Society´s liabilities. These assets shall be given to a non-profit organization that focuses on scientific research in the field of epilepsy surgery and has rendered outstanding service in this field.

§17. Settlement of disputes

In case of disputes between two or more members of the society, an extraordinary Board meeting can be made to achieve settlement.