第一章 ARTICLE 1.00
组织名称与宗旨 NAME AND PURPOSES OF THE ORGANIZATION
1.01 组织名称 NAME
本组织定名为“北京眼科医生俱乐部”，英文名称 The Vision Club。以下简称“俱乐部”。
This organization shall be known as Beijing Eye Doctors Club, with the brand name as the Vision Club, hereinafter referred to as “the Club”.
1.02 宗旨 PURPOSES
The purposes of the Club shall be to promote clinical practice and research in the field of ophthalmology; to allow for the free and unhindered exchange of ideas.
第二条 ARTICLE 2.00.
2.01 会员 MEMBERS
Members shall be eye-related physicians and surgeons who meet such requirements as shall be established from time to time, by the membership.
There shall be two categories of membership: Active and Emeritus.
2.02 活跃会员 ACTIVE MEMBERS
The number of Active members shall be limited to fifty (50). New members shall be nominated in writing by two (2) members, shall submit an application for membership including a curriculum vitae to the executive council, and shall be subject to approval by the majority vote of the membership at the first business meeting following receipt of the application.
2.03 荣誉会员 EMERITUS MEMBERS
Emeritus members shall be those Active members who either retire from active practice or attain the age of 75 years. An Active member may have his/her status changed to Emeritus by writing to the executive office and informing the Club of his/her retirement from active practice, or attainment of the age of 75 years. Emeritus members have the rights and privileges of Active members, except that they are not eligible to hold elected office, are exempt from annual dues, and pay only for the events they attend. Change of membership category must be approved by the Club executive council at its next meeting.
An Active member shall have extensive personal, practical experience ofeye care; shall be recognized as an outstanding surgeon and teacher in his/her country; shall attend and teach at recognized ophthalmic courses or meetings; and shall publish scientific research in recognized journals.
An Active member shall be available to fellow Club members for consultation and the exchange of ideas and information; shall regularly attend meetings of the Club and participate, as appropriate, in clinical, laboratory, or combined research concerning ophthalmic practice; and shall disseminate the experience and knowledge obtained.
2.06 VOTING AND HOLDING OFFICE.
Active and Emeritus members shall be entitled to vote on any matter or to attend any annual or special meeting of the membership. Only Active members shall be entitled to hold elective office.
2.07 FEES: DUES AND ASSESSMENTS.
The membership fees, dues, and assessments for each category of membership shall be established annually by the treasurer. Assessments, dues and fees shall be payable at the time or times that the executive council shall determine.
2.08 TERMINATION OF MEMBERSHIP.
(a) A member whose required dues, assessments, or other fees for a calendar year are not paid in full by one calendar year from the date of renewal notification shall be considered “delinquent”. The treasurer may, for good cause shown for a member’s delinquency, extend the membership of the delinquent member. A member whose membership has been terminated may again become a member of the Club only by applying for membership and paying all appropriate fees, dues, and assessments.
(b) A member may be suspended for a definite or indefinite period or expelled for just cause, such as violation of the bylaws or rules and regulations of Club for conduct prejudicial to its best interests. Suspension or expulsion shall be by two-thirds (2/3) vote of the membership present and voting, provided that the number of members necessary to constitute a quorum when the meeting began is present at the vote.
(c) Any member whose dues, assessments or other fees are not delinquent may file a written resignation with the treasurer may cease to be a member of the Club as of the date the resignation is filed. The notice shall be presented by the treasurer to the executive council at the first meeting after receipt but shall not require action by the executive council.
MEETINGS AND VOTE OF MEMBERS.
3.01 ANNUAL MEETINGS.
Annual and biennial meetings of the members of Club shall be held in conjunction with one of the international or regional ophthalmological meetings, at disparate locations on the globe, at the place and on the date designated by the president or its executive council. There shall not be less than one (1) business session held every two years at an annual meeting of Club.
3.02 SPECIAL MEETINGS.
Special, scientific, and business meetings of the members of Club may be called by the president or executive council when it is deemed necessary for the best interest of Club.
The secretary shall mail to every member in good standing at his or her address a notice stating the place, date, and hour of the annual meeting. Notices of a special meeting called by the president or executive council shall also state the purpose or purposes for which the meeting is called. Notices of such meetings shall be mailed to all members in good standing, entitled to vote at such a meeting, not less than fifteen (15), nor more than three (3) months prior to the date of the meeting.
Except as otherwise required by these bylaws, a two-thirds (2/3) majority of the executive council and fifteen percent (15%) of the membership present shall constitute a quorum for the transaction of business.
3.04 MANNER OF ACTING.
If a quorum is present when the meeting begins, the members may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum or the refusal of any member present to vote. A majority vote of the members present at any meeting shall be necessary to adopt any action, except otherwise provided by the bylaws.
In any instance in which the executive council determines that proxy voting is necessary, the secretary shall be directed to prepare the proxy form according to the direction of the membership or executive council, and he or she shall mail one (1) such proxy to each member of Club in good standing, not less than fifteen (15) days prior to the meeting of the membership for which the proxy is applicable. Each proxy shall provide that the member may vote for any issue or matter described in the proxy. In no instance shall any form of proxy other than any proxy prepared by the secretary as specifically provided by this constitution be enforceable or given any effect with respect to the transaction of any business of Club, and no alterations or modifications of any proxy prepared by the secretary shall be permitted. The secretary shall receive and tabulate all proxy ballots and no proxy ballots shall be counted unless they are received by the office of the secretary by the receipt date designated on the proxy.
4.01 EXECUTIVE COUNCIL.
The executive council shall be comprised of the president, president-elect, immediate past president, secretary, treasurer, and executive director. The executive director shall attend ex-officio without vote.
The executive council shall manage the general business and affairs of Club. The executive council shall have the final responsibility and authority for all actions and policies that are recommended or adopted by the membership. No action or policy shall be action or policy of the Club unless and until it is adopted, ratified, or approved by the executive council.
The elected officers shall assume their responsibilities commencing January 1 of the ensuing calendar year. Officers shall hold office until the expiration of the term of which he or she is elected, and until a successor is elected and qualified. No elected officer, with the exception of the secretary and treasurer, shall be permitted to be elected to a second consecutive term in that office.
The president shall be elected for a term of two (2) years; shall be the chair of the executive council; shall be the chief executive officer of Club; shall determine and appoint all committees and those members who serve on such committees; shall work with the secretary to ensure that basic Club policies and programs are formulated and executed; and shall exercise such other powers and perform such duties and responsibilities normally associated with the office of president.
The president-elect shall be elected for a term of two (2) years, and shall serve as a voting member of the executive council. He or she shall succeed to the presidency on the day immediately following the last day of his or her tenure as president-elect. The president-elect shall, in the absence or disability of the president, have and perform the duties and responsibilities of the president; shall in the event of a vacancy in the office of president, however occurring, fill the vacancy in the office of the president for the unexpired portion of the president’s term; and shall have all other duties and responsibilities that the president or the executive council may determine.
4.06 IMMEDIATE PAST PRESIDENT.
The outgoing president shall immediately become the past president on the date immediately following the expiration of the president’s term of office. The past president shall serve for a term of two (2) years and shall be a voting member of the executive council.
The secretary shall be elected for a term of two (2) years. The secretary may be permitted to be elected to indefinite consecutive terms in that office. The secretary shall be a voting member of the executive council; shall attend, record and preserve proceedings of the meetings of the members, executive council, and the committees of Club; shall prepare and distribute minutes of all executive council and membership meetings; shall coordinate and be responsible for all mailings from Club to its members including specifically, but not by way of limitation, ballots or proxies for any meeting or annual meeting of the membership; shall keep on file a complete copy of this constitution, including all amendments, revisions and restatements of any thereof; and in general, shall have and perform all powers, duties and responsibilities usually incident to the office of secretary.
The treasurer shall be elected for a term of two (2) years. The treasurer may be permitted to be elected to indefinite consecutive terms in that office. The treasurer shall be chief financial officer of Club. The treasurer shall be a voting member of the executive council; shall keep accurate accounts of all monies of Club received or disbursed; shall collect all dues, assessments, and fees owed to Club, and invest and disburse the assets and funds of Club as ordered by the Club membership or executive council; shall be responsible for the mailing of dues notices and statements for renewal of membership; shall organize the annual professional audit of Club finances; shall have and perform all powers, duties, and responsibilities usually incident to the office of treasurer.
4.09 EXECUTIVE DIRECTOR.
The executive director shall be elected to and may be removed from office by a two-thirds (2/3) vote of the membership. The term of office and the responsibilities of the executive director shall be established by the executive council upon such conditions that the council deems necessary and prudent. The executive director shall payment as established by the executive council from time to time and will serve as an ex-officio member of the executive council without vote. The executive director shall provide assistance to the president, president-elect, secretary, and treasurer in the planning, coordination, and execution of Club affairs.
No director or officer, with the exception of the executive director, shall receive any salary or other form of compensation from Club in his or her capacity as a director or officer. Any director or officer, employee or agent of Club, however, may receive a stipend, a per diem, and /or reimbursement for expenses in the performance of Club duties, at the discretion of the executive council.
A vacancy in the office of the president, however occurring, shall be filled by the president-elect. A vacancy, however occurring, in any other office, shall be filled at a regular or special meeting of the members in the same manner as an election is conducted for any office of the executive council. The officer so elected shall hold office until the expiration of the officer’s term. A vacancy in the office of the immediate past president shall be filled by the most immediately prior, living past president.
In the event of the absence or disability of any officer of Club, the executive council may delegate such officer’s powers and duties for the time being to any other member of Club.
Any officer elected by the membership may be suspended or removed from office, with or without cause, by a vote of two-thirds (2/3) of the members present and voting at any regular annual or special meeting of Club.
ELECTION OF OFFICERS.
5.01 NOMINATING COMMITTEE.
There shall be a nominating committee which shall consist of the voting executive council officers of Club.
Not less than sixty days (60) prior to the annual business meeting of the membership, the nominating committee shall nominate and shall communicate to the secretary one (1) or more nominations for each position of the executive council, the terms of which offices and positions expire during the ensuing calendar year. The secretary shall include all such nominations, together with the nominations approved by the executive council, as candidates for election by the membership at the annual meeting.
Announcements of said candidates for election shall be made at the annual meeting of Club by the secretary. Each Regular member of Club shall have one (1) vote for each officer being elected. No member shall be permitted to vote for any person whose name is not contained in the nominations. A plurality vote shall be required for election to any elected executive council position. Any ties shall be broken by vote among the executive council officers.
6.01 PURPOSES OF Club.
Club has been organized and shall be operated exclusively for nonprofit scientific and educational purposes.
6.02 CONDUCT OF OFFICERS AND MEMBERS.
No officer or member shall act in any manner which is inconsistent with or contrary to the purposes of Club as stated in this constitution. Any conduct by an officer or member that is inconsistent with the nonprofit purposes for which Club is organized and operated shall result in immediate dismissal of the officer or member who so acted.
Upon the dissolution of Club, no member, director, officer, or private individual shall be entitled to share in the distribution of corporate assets. In the event of dissolution, all assets and undistributed income shall be distributed among the national ophthalmology organizations represented in the membership.
7.01 PROCEDURE FOR INITIATION OF AMENDMENTS.
The executive council of Club may propose amendments to the constitution upon its own initiative. Members of Club may also propose amendments to the constitution. When amendments are proposed by the members, they shall be submitted to the council for review. The council may submit the proposed amendment to the members for review and subsequent vote either at a meeting of the members or by mail ballot.
7.02 ADOPTION OF AMENDMENTS.
This constitution may be amended by a vote of two-thirds (2/3) vote of the membership present and voting at any regular or special meeting of the membership or by mail ballot provided that the number of members necessary to constitute a quorum when the meeting began is present at the vote.