Constitution

General Constitution

Section 1. The Surgical Infection Society of Europe is organised according to Swiss law and its domicile is Z├╝rich. It is a non-profit making educational corporation. The powers of the Society, its Council, and its members and all matters concerning the conduct and regulation of the affairs of the Society will be subject to the provisions set forth in the Articles of Incorporation and in this Constitution.

Section 2. The highest organ of the Society will be the general assembly of members at the annual business meeting: its decisions will be delegated to the Council to be acted upon.

Section 3. The Council (Article III) will adopt a seal and/or logo for the Society in such form as it deems appropriate.

Section 4. The official language of the Society is English.

Section 5. Throughout this document the pronoun ‘he’ will be construed as ‘he’ or ‘she’.

Our Aims

Section 1. The Society will promote and encourage education and research in the nature, epidemiology, pathology, prevention, and treatment of surgical infections and sepsis. It will promote friendship and cooperation among scientists of all countries.

Section 2. The Society will pursue a policy of active co-operation with organizations and individuals concerned in all aspects of surgical infections and sepsis.

Section 3. The Society will receive, hold, and use funds and gifts for any of the purposes described herein.

Section 4. The Society will organise and coordinate international congresses and meetings. Meetings of the Society will be held annually. The Society will encourage joint meetings with the Surgical Infection Society of North America (SIS-NA) and other societies.

Section 5. Upon the dissolution of the Society, the Council will, after making provision for the payment of all the liabilities of the corporation, dispose of the assets of the corporation to other organizations or organizations operated exclusively for educational and scientific purposes.

Board Of Directors (Council)

Section 1. The business and property of the Society will be managed by a Board of Directors that will be designated by the Council of the Society.

Section 2. The Council will consist of the following members: one President, one President elect, one immediate past President, one Secretary, one Treasurer, one Recorder, four Councillors at large (one of whom will be the chairman of the National Representative Committee), and the Secretary of SIS-NA (ex officio). The functions of these officers are defined in Article V of this Constitution.

Section 3. All Councillors will serve without compensation and derive no monetary reward, but they may be reimbursed for expenses incurred in carrying out the duties of their offices.

Section 4. Vacancies on the Council will be filled by a successor appointed by a majority of the Council. Such appointments are subject to approval by a majority of regular members at the next annual business meeting.

Section 5. Council will meet annually immediately before the annual meeting of the Society. Special meetings of the Council may be held at the request of the President or any three Council members. Written notice of meetings will be mailed to each Councillor not less than 14 days before each meeting. A majority of thoneonee Council will constitute a quorum.

Section 6. Urgent decisions may be taken by a majority of the Council by telephone or mail. Such decisions will be ratified at the next meeting. There will be five categories of membership.

Membership

Section 1. REGULAR MEMBERS will include surgeons and surgeons in training whose major interest is surgical infection and who are actively engaged in laboratory or clinical research into surgical infection. Other workers who have made significant contributions may be elected at the discretion of the Council. Applicants for regular membership will be approved by the Membership Committee and elected by a majority of the general membership present at the annual business meeting. Regular members will be eligible to hold office in the Society and may vote for election of officers and on all matters brought before the membership at the annual business meeting.

Section 2: HONORARY MEMBERSHIP will be offered to those with a particularly distinguished record in the field of surgical infections. It is anticipated that relatively few will be considered for Honorary Membership. Any candidate should have the unanimous support of the council before being presented to the membership for election. Honorary Members will not have the privilege of voting or of holding office.

Section 3. CORRESPONDING MEMBERSHIP will be offered to distinguished on-European workers in the field of surgical infection. They will not have the privilege of voting or holding office.

Section 4. After active men1bership of 15 years of after retirement from surgical practice any member may request SENIOR MEMBERSHIP. The Membership Committee and Council will consider such requests. Senior Members will be relieved of the obligation to pay dues and attend annual meetings. The may not be elected to office or vote.

Section 5. CORPORATE MEMBERSHIP will be sought from private and public institutions with interests in surgical infections who desire to support the aims of the Society. Such Corporate Members have the right to send representatives to the scientific meetings of the Society but not to vote or hold office.

Section 6. Members of other Surgical Infection Societies (for example SIS-NA) will have the privilege of attending annual meetings if the Constitutions of their Societies consistent with the present Constitution of the SIS-E and if these Societies allow the privileges to members of the SIS-E. They will not be required to pay dues and will not have the privilege of voting or holding office. Members belonging to the Surgical Infection Societies not based in Europe (such as members of SIS-NA) may join the SIS-E as active members by indicating their desire to do so. These requests will be approved by the membership committee and Council. Such members shall be required to pay the member dues rate less the costs of the official SIS-E journal. Such members will not receive the official journal of the SIS-E, but may subscribe at the applicable reduced member rate at their discretion.

Section 7. Any membership can be terminated by the Council for conduct that in the judgement of the Council is injurious to the interests and welfare of the Society; for failure to attend three consecutive meetings; or for failure to pay dues two years in succession. Such termination will require a two-thirds vote of the Membership Committee and of the Council after the member in question has been afforded an opportunity to appeal to the Membership Committee and the Council for continuance of membership.

Section 8. The Annual Scientific and Business Meeting of the Society will be held at a time and place to be arranged by the Council. A written notice of the meeting will be sent to all members not less than 30 days before the n1eetiIlg. At the annual meeting the Officers and Councillors of the Society will be elected and such other business as may properly come before the meeting will be transacted by the membership. The Secretary, approved by the Council, and available, will draw up the agenda for the annual business meeting to all members not less than 15 days before the meeting.

Section 9. No member may vote by proxy.

Section 10. At any meeting of the members that has been properly called the number of members appearing at the meeting will constitute the quorum necessary for the transaction of the business of the meeting Officers will be elected and all decisions affirmed by a simple majority of the members voting.

Section 11. Any limitation of numbers of members in any of the categories of membership will be determined by members on the recommendation of the Council.

Officers

Section 1. The PRESIDENT will be the chief executive officer of the Society and serve for two years. Subject to the directions of the Council he will have and exercise direct charge of and general supervision over the business and affairs of the Society and will perform all duties as from time to time may be assigned to him by the Council.

Section 2. The IMMEDIATE PAST PRESIDENT will serve on Council for one year.

Section 3. The PRESIDENT ELECT will succeed to the office of President at the end of the President’s term of office or sooner if that becomes vacant before completion of the full term, subsequently serving his own elected year.

Section 4. The SECRETARY will serve for three years. He will keep the minutes of all meetings of the Council and of the business meeting of the Society. He will ensure that all notices are given in accordance with the provisions of law and of this Constitution, and will keep the membership records of the Society and be custodial of all contracts, assignments, and other legal documents and records. In cooperation with the local organising committee he will issue, at least six weeks before the annual meeting, a programme containing information about the time and place of the meeting and he papers to be presented. Before the annual meeting he will prepare a list of candidates for membership. He will notify officers and members of their elections and appointments and circulate the minutes of the annual meeting. He may stand for re-election for a further, and final, 3 years.

Section 5. The TREASURER will have charge of and be responsible for all funds, securities, receipts, and disbursements of the Society and will deposit or cause to be deposited in the name of the Society all moneys and other valuable effects in such banks or other depositories as shall from time to time be selected by the Council.

The Treasurer will serve for three years and will render to the President and to the Council whenever requested, an account of the financial condition of the Society, and will in any event report annually to the Council and membership and will submit financial statements certified by any group of individuals chosen by the Council. In general the Treasurer will perform all the duties incident to the office of the treasurer of a corporation. He may stand for re-election for a further, and final, 3 years.

Section 6. The RECORDER will serve for three years and will be the chairman of the Programme and Publications Committee and receive all papers and reports of discussion of papers presented to the Society.

Section 7. COUNCILLORS AT LARGE must be active members in good standing at the time of their nomination, election, and during their terms of office. Councillors will normally serve for three years, and at least one Councillor will be replaced every year. Councillors may not immediately be re-elected as Councillors at Large but are eligible for other offices if they have been active enough.

Section 8. The Councillor representing the National Representative Committee has to be an active member in good standing at the time of his nomination by the President of the Society and during his term of office. He will normally serve for three years and cannot be immediately re-elected as chairman of the National Representative Committee.

Section 9. The Secretary of SIS-NA will ex officio be a member of the Council.

Committees

Section 1. Each Committee will have a chairman and a secretary who may be elected by the Committee (if one is not named by the President of the Society who will make appointments to committees except where committee composition is otherwise prescribed by this Constitution).

Section 2. Any committee member will be deemed to have resigned if he fails to attend a meeting of that committee without giving adequate reason and notice to the chairman of the committee or the Secretary of the Society

Section 3. Minutes of committee meetings will be submitted to Council for approval.

Section 4. The MEMBERSHIP COMMITTEE will consist of 4-6 members who will serve for three years in rotation. It will review all applications for membership of the Society and when the applications are approved by the Membership Committee it will recommend them to the Council for approval before they are presented to the membership for election to the Society. Two new members will be appointed to the Committee each year by the President.

Section 5. The PROGRAMME AND PUBLICATIONS COMMITTEE will consist of 4-6 members who will serve for three years in rotation. The Committee will solicit and arrange papers and presentations for the annual scientific meeting and select and edit papers and discussions read and presented at the annual meeting for publication. Extended abstracts or full papers of the presentations will be submitted for peer review for possible publication in a journal.

Section 6. The LOCAL ARRANGEMENTS COMMITTEE will arrange the annual meetings.

Section 7. Appointment of officers to the Council will be transparent and democratic, involving the whole membership. When an officer needs to be replaced (President Elect, Secretary, Recorder, Treasurer, Councillor at large) this will be conveyed by the nominating committee to all members in the first annual mailing shot (usually October). Members will be invited to submit names of members, including themselves, who wish to be considered for election. The nominating committee will then present the candidate to Council. At the first Council meeting (usually February) uncontested nominations will be agreed by Council. When more than two members are standing, a list will be sent with the second mail shot (usually March) inviting the members to vote by post or e-mail to the Secretary. If a larger number of members are standing, Council will short list up to 3. The result of the ballot will be announced at the Annual General Meeting. Nominations from the floor at the Annual General Meeting will not be accepted. An unsuccessful candidate who has been short-listed twice will not be permitted to stand for that particular office again.

Section 8. The EDUCATION AND SCIENTIFIC STUDIES COMMITTEE will consist of 4-6 members who will serve for three years and be eligible for re-election. This Committee will suggest to the Council topics that it believes should be the subjects of panel discussion or debates at scientific meetings and suggest possible participants. It will encourage links with other societies and groups interested in surgical infections. The committee will suggest to the Council ways in which the annual scientific meeting could be extended possibly be the organization of workshops which would be organised by the committee. The committee will develop protocols for cooperative scientific clinical and basic research projects in areas relating to surgical infections. The committee will seek ways to publicize the work of the Society and ways in which it could exercise an educational or advisory role in the promotion of research into or information about surgical infections. Implementation of any programme or protocol will require the approval of the Council. One new member will be appointed by the President each year.

Section 9. Deleted.

Section 10. The FELLOWSHIP COMMITTEE will consist of 4-6 members who will serve for three years in rotation. Two new members will be appointed to the Committee each year by the President. In addition to the appointed members of the Committee the President and Secretary will serve ex officio. It will be duty of the Fellowship Committee to advertise the fellowships through the Secretary. The Committee will review all applications for fellowships and select the recipients. It will solicit funds for fellowships, monitor the fellowship programmes and coordinate the efforts to improve the fellowships of the Society in both quality and quantity. Implementation of any major change in fellowship require the approval of the Council.

Section 11. AD HOC COMMITTEES may be appointed by the Council as necessary. The President may appoint other ad hoc committees as the need arises, subject to subsequent approval of the Council.

Section 12. The NATIONAL REPRESENTATIVE COMMITTEE will consist of representatives of interested countries. They must be members of their main national surgical societies. The members will serve for three years and may stand for re-election for another term. The Chairman of this Committee will be a member of the Council. He will be appointed by the President and serve for three years only.

By Laws

Section 1. The Constitution and By-laws may be amended by a recommendation of the Council or by 10 members to the membership. The changes shall be proposed at an annual meeting and distributed and voted upon at the next annual meeting.

If passed by a vote of two thirds of the members voting at the annual meeting it shall become effective immediately.

Version approved by the members at the Annual Business Meeting in Gdansk, Thursday May 31, 2001 and becoming effective at the Annual Meeting 2002 in Madrid.