Section 1.01. Name. The corporation’s name is World Spinal Column Society, Inc. (the “corporation”).
Section 1.02. Principal and Business Offices. The corporation may have such principal and other business offices, either within or outside the state of Illinois in the U.S.A. as the board of directors may designate or as the corporation’s business may require from time to time.
Section 1.03. Registered Agent and Office. The corporation’s registered agent may be changed from time to time by or under the authority of the board of directors. The address of the corporation’s registered office may be changed from time to time by or under the authority of the board of directors, or by the registered agent. The business office of the corporation’s registered agent shall be identical to the registered office. The corporation’s registered office may be, but need not be, identical with the corporation’s principal office in the state of Illinois.
Section 1.04. Place of Keeping Corporate Records. The records and documents required by law to be kept by the corporation permanently shall be kept at the corporation’s principal office, at the office of corporate registered agent or records service company.
Section 2.01. Members. The Corporation limits membership to members of the Corporation’s Board of Directors. The Board of Directors may, with a majority vote decide to expand the membership to new constituents.
Section 2.02. Annual Members Meeting. The annual meeting of Members shall be held prior to July 1 annually beginning with the year 2009, or at such other date for the purpose of electing directors and transacting such other business as may come before the meeting.
Section 2.03. Special Meetings. Meetings of Members may be called for any purpose by the president or upon the request of the holders of 30 percent or more of all Members entitled to vote at the meeting.
Section 2.04. Place of Meeting. The board of directors may designate any place as the place of meeting for any annual or special meeting of Members or any adjourned meeting. If no designation is made by the board of directors, the place of meeting shall be the corporation’s principal office.
Section 2.05. Notice of Meetings. Written notice stating where and when the meeting will be held and the purpose of such meeting, shall be delivered not less than five nor more than ninety days before the date of the meeting to each Member entitled to vote at the meeting. Delivery may be made personally, by e-mail, fax or mail. If by mail, such notice shall be deemed to be delivered when deposited with full postage in an official mail depository and addressed to the Director(s) at his or her address as it appears in the minutes of the corporation. If by fax, notice shall be deemed delivered upon sender producing original transmittal record. Oral notice is effective when communicated. The minimum ten (five) day-notice may be waived if consented in writing, by all Directors of record.
Section 2.06. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if consent is given in writing, e-mail or fax agreeing to the proposed action, and ratified by a majority (defined as a total of half plus one of all the Members entitled to vote upon the subject matter).
Board of Directors
Section 3.01. General Powers. The corporation’s powers shall be exercised by or under the authority of, and its business and affairs shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
Section 3.02. Election. Directors shall be elected by the Annual Meeting. Directors are elected by a majority vote of the Directors entitled to vote in the election at a meeting at which a quorum is present.
Section 3.03. Number, Tenure, and Qualifications. The number of directors of the corporation shall not be less than 3 and shall not be more than 9, and may be increased or decreased at any time by resolution of the Board of Directors.
Membership of the Board of Directors is restricted to those individuals who are trained orthopaedic or neurosurgical spine surgeons.
Each director shall be elected for a term of a minimum 1 year and maximum 3 years (i.e. full term).
Directors at Large may serve two consecutive Full terms if so elected, with the duration of the combined terms not exceeding 6 years. After completion of two consecutive terms as a Director at Large, a Director may only be re-elected to the Board after a minimum of 1 year without Board membership.
Directors who serve as an officer of the corporation, may serve on the Board for up to 11 consecutive years (See Article 4 Officers).
Each director shall hold office until the expiration of his/her term, or until his or her prior death, resignation, or removal. A director may be removed from office by a vote of the Directors at a meeting called for that purpose, provided that a quorum is present. A director may resign at any time by delivering his or her written resignation to the board of directors, the chairperson of the board of directors, or the corporation.
Section 3.04. Regular Meetings. One regular meeting of the board of directors shall be held annually, in the months of February or March. The board of directors may provide, by resolution, the time and place, either within or outside the United States, for the holding of additional regular meetings.
Section 3.05. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairperson of the board, if any, or by the president, secretary, or any director. The persons authorized to call special board of directors’ meetings may determine where they shall be held.
Section 3.06. Meetings by Electronic Means of Communication. To the extent provided in these by-laws, the board of directors, or any committee of the board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided (1) all participating directors may simultaneously hear each other during the meeting, or (2) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.
Section 3.07. Notice of Meetings. Notice of each board of directors’ meeting, shall be delivered to each director at his or her business address or at such other address, as the director shall have designated in writing and filed with the secretary. Notice may be given personally, by e-mail, fax or mail. Notice of a special meeting shall be given at least seven days prior to the meeting, unless such notice is waived by all directors. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting in order to object to the transaction of any business because the meeting has not been lawfully called or convened.
Section 3.08. Quorum Requirement. A majority (defined as a total of at least one half plus one of the number of members of the board of directors) of the directors shall constitute a quorum for the transaction of business at any meeting of the board. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.
Section 3.09. Manner of Acting. When a majority of the directors act at a meeting at which a quorum is present, their action will be recognized as the action of the board.
Section 3.10. Vacancies. Any vacancy occurring on the board of directors, including a vacancy created by an increase in the number of directors may be filled by the Directors. During such time as the Directors fail or are unable to fill such vacancies, then and until the Board of Directors act the vacancy may be filled (1) by the board of directors, or (2) if the directors remaining in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all directors remaining in office.
Section 3.11. Committees. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority (defined as at least half plus one of the total number of committee members) of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent. All financial decisions made by Committees must be approved by the Board of Directors prior to being enacted. Committee decisions can be overruled by a majority vote of the Board of Directors. The Board of Directors can disband a committee with a majority vote.
Section 4.01. Number and Titles. The corporation’s principal officers shall be a president, a vice-president, a secretary, and a treasurer, each of whom shall be appointed by the board, whenever the board shall see fit to cause such office or offices to be filled.
The term of office of each officer shall be two years. The officers constitute the “Presidential Line” with the progression of officer roles being:
Secretary becomes Treasurer
Treasurer becomes Vice President
Vice President becomes President
President becomes Past President (not an officer position, but remaining on the Board of Directors for two years). These transitions are automatic without further need of voting.
A new Secretary will be elected by the Board of Directors every two years, with preference given to a candidate from among the existing Directors at Large.
The “Presidential Line” can be adjusted by a two thirds majority vote of the Board of Directors.
Section 4.02. Appointment, Tenure, and Compensation. The officers shall be appointed by the board of directors, or to the extent authorized in these bylaws, by another duly appointed officer. Each officer shall hold office for two years or until his or her prior death, resignation, or removal. No officer is to receive compensation from the corporation
Section 4.03. Additional Officers, Agents, etc. In addition to the officers referred to in Section 4.01 of these bylaws, the corporation may have such other officers, assistants to officers, acting officers, and agents as the board of directors may deem necessary and may appoint. Each such person shall act under his or her appointment for such period, have such authority, and perform such duties as may be provided in these By-laws, or as the board may from time to time determine. The board of directors may delegate to any officer the power to appoint any subordinate officers, assistants to officers, acting officers, or agents. In the absence of any officer, or for any other reason the board of directors may deem sufficient, the board may delegate, for such time as the board may determine, any or all of an officer’s powers and duties to any other officer or to any director.
Section 4.04. Removal. The board of directors may remove any officer or agent, upon a majority vote (defined as half plus one of the total number of directors), but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment shall not of itself create contract rights. An officer may remove, with or without cause, any officer or assistant officer who was appointed by that officer.
Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the corporation, the board of directors, the president, or the secretary. Any such resignation shall take effect when the notice of resignation is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.
Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other reason shall be filled in the manner prescribed for regular appointments to the office.
Section 4.07. Powers, Authority, and Duties. Officers of the corporation shall have the powers and authority conferred and the duties prescribed by the board of directors or the officer who appointed them in addition to and to the extent not inconsistent with those specified in other sections of this Article 4.
Section 4.08. The Chairperson of the Board. The chairperson of the board of directors will be the same person as the President. If and while there is an incumbent of the office, the Chairperson shall preside at all Directors’ meetings at which (s)he is present. The chairperson of the board shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject, however, to the board’s control. The chairperson of the board of directors shall from time to time report to the board all matters within his or her knowledge that the corporation’s interests may require to be brought to the board’s notice.
Section 4.09. The President. The president shall be the principal executive officer of the corporation but shall be subject to the control of the board. The president shall supervise and control all business activities of the corporation. S/he or an appointed deputy shall preside over all meetings and the board. With the secretary or any other officer so authorized by the board, the president may sign contracts, or other agreements that the board has authorized to be executed, except when the board otherwise authorized or law otherwise requires. In instances when a vote by the Board of Directors is tied, the President’s vote shall then be counted as two votes.
Section 4.10. The Vice-President In event of the absence, incapacity or death of the president, the vice-president shall perform the duties of the president. When acting as the president, s/he shall have all the powers of and be subject to all the restrictions upon the president. In general, the vice-president shall perform such duties as the president or board may assign to him or her.
Section 4.11. The Secretary. The secretary shall keep the minutes of the regular and special meetings and other actions of the Directors and the Board; prepare and deliver all notices to comply with any provisions of these bylaws or as required by law; maintain the records and seal of the corporation; and perform all duties as the president or the board may assign to him or her.
Section 4.12. The Treasurer. The treasurer shall receive all monies due and payable to the corporation and deposit such moneys in the name of the corporation in funds and securities of the corporation; and perform such duties as the president or the board may assign to him or her.
Section 5.01 Founding Members. The Founding Members of the corporation are: Dr. Edward Benzel, Dr. Jean Charles LeHuec, Dr. Luiz Pimenta, Dr. Sait Naderi, Dr. Abdelfattah Saoud, and Dr. Mehmet Zileli.
Section 5.02. Advisory Board. When no longer on the corporation’s Board of Directors, the Founding Members shall serve at their discretion, and until their resignation or death, on the corporation’s Advisory Board. The Advisory Board exists to provide an expert resource for the Board of Directors to draw upon at their discretion. Members of the Advisory Board are to pay no membership fees or registration fees for WScS activities. Advisory Board members may attend board of directors meetings, and are to be notified of meetings according to the same Notice of Meetings requirements as outlined herein for the Board of Directors.
Section 5.03. Election. The Founding Members may invite others individuals to join the Advisory Board, upon a majority of the Founding Members voting in favor of the nominated individual(s).
Contracts, Loans, Checks, and Deposits
Section 6.01. Contracts. The board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute or deliver any instrument in the corporation’s name and on its behalf. The authorization may be general or confined to specific instruments. When an instrument is so executed, no other party to the instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers, or agent or agents.
Section 6.02. Loans. No indebtedness for borrowed money shall be contracted on the corporation’s behalf and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. The authorization may be general or confined to specific instances.
Section 6.03. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebtedness issued in the corporation’s name, shall be signed by such officer or officers, or agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the board of directors.
Section 6.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation’s credit in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the board of directors.
Section 7.01. By Directors. The board of directors may amend or repeal these by-laws or adopt new by-laws by a two-thirds majority vote of the board of directors.
Fiscal Year/Calendar Year
The year of the corporation shall end on December 31 of each year.
The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of the incorporation, year of incorporation and the words, “CORPORATE SEAL”.
Waiver of Notice
When a notice is required to be given to any director of the corporation under the provisions of these bylaws, the provisions of the articles of incorporation or the provisions of the Business Corporation Act of the state of Illinois a waiver in writing signed by the person or persons entitled to such notice whether before or after the time of the meeting, will be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting is only there to object to the holding of the meeting because proper notice was not given.
In any instance in which the by-laws of this corporation conflict with the laws of the state of IL, USA, the procedures prescribed by statute shall prevail.
Indemnification of Officers, Directors, Employees and Agents
Section 12.01. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if s/he acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which s/he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 12.02. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if s/he acted in good faith and in a manner by or s/he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 12.03. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 11.01 and 11.02, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.
Section 12.04. Any indemnification under Sections 11.01 and 11.02 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because s/he has met the applicable standard of conduct set forth in Sections 11.01 and 11.02. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 12.05. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that s/he is entitled to be indemnified by the corporation as authorized in this article.
Section 12.06. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of disinterested directors or otherwise, both as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 12.07. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.
Section 12.08. If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the Directors with or before the notice of the next Annual Meeting.
Section 12.09. References to “the corporation” shall include, in addition to the surviving corporation, any merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which otherwise would have lawfully been entitled to indemnify its directors, officers, and employees or agents.
This concludes the Bylaws adopted by the corporation.