Bylaws

Bylaws of
The International Society
For Clinical Densitometry
(January 2003)

Article I
NAME

SECTION 1. NAME:

The name of the organization is the International Society for Clinical Densitometry (hereinafter called the “ISCD”).

SECTION 2: NONPROFIT

1.2.1  The ISCD is a professional membership organization and is not organized for profit. No part of the net earnings of the organization shall inure to the benefit of any private individual or member.

1.2.2  The ISCD is a professional medical society incorporated in the State of New York.

 SECTION 3. OFFICES

1.3  The ISCD shall have office(s) as determined by the Board of Directors (hereinafter called the Board) and as the business of the ISCD may require

Article II

2.1  The purpose of the ISCD is to educate and support scientific advancement in the field of bone densitometry and assessment of skeletal integrity.

 Article III

MEMBERSHIP

SECTION 1. CATEGORIES OF MEMBERSHIP:

3.1.1  Membership categories may be revised from time to time as determined by the Board. Current categories are clinician, technologist, corporate, industry, and associate. All members have the right to participate in scientific meetings, hold office, chair committees, vote on ISCD matters, and are eligible for all member discounts and services, except as noted in these Bylaws.

3.1.2  Clinician: Healthcare providers with post graduate doctoral degrees and non-physician practitioners (including scientists and researchers) who provide densitometry and similar services.

3.1.3  Technologist: Healthcare professionals who perform bone density scans.

3.1.4  Corporate: Companies who maintain an equity position in a business that is in the field of bone mass measurement technology, diagnostics, therapeutics, or other related products and/or those individuals who are principally employed (>50%) by any company as noted above. Corporate members will appoint designated individual representatives per ISCD policy. Designated individual representatives of Corporate members receive all benefits of membership except they may not hold office or chair committees.

3.1.5  Industry: Individuals who work for a Corporate Member who do not otherwise qualify for membership under any other category. Industry members receive all benefits of membership except they may not hold office or chair committees.

3.1.6  Associate: Current students in a formal training program, such as undergraduate or graduate school, or an approved residency or fellowship. Associate members receive all benefits of membership except they do not have the right to vote on ISCD matters, may not hold office or chair committees.

SECTION 2. QUALIFICATIONS FOR MEMBERSHIP

3.2.1 A member is one who meets the qualifications for membership and is current in payment of dues.

3.2.2 Anyone whose job, career or professional interests involve bone densitometry or assessment of skeletal integrity is qualified for membership.

3.2.3 Any qualified individual may apply for membership by submitting their application and payment of membership dues.

SECTION 3. MEMBERSHIP STATUS:

3.3.1 A person’s membership in the ISCD shall terminate upon their death, resignation, non-payment of dues, or expulsion by a two-thirds (2/3) vote of the Board.

3.3.2 Resignation does not relieve a member from liability for dues and other fees accrued and unpaid as of the date of resignation.

SECTION 4. DUES:

3.4.1. Dues are set annually by the Board.

3.4.2 Only members who are current with their dues are entitled to the rights and privileges of membership as defined in these Bylaws.

3.4.3 Any ISCD member who is delinquent in dues for a period of ninety (90) days is notified of the delinquency and suspended from membership. If dues are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership.

3.4.4 No dues payments will be refunded.

Article IV

BOARD OF DIRECTORS

SECTION 1. NUMBER AND COMPOSITION:

4.1.1 The number of Directors shall be established by the Board and shall be at least twelve (12) but no more than twenty-four (24), consisting of the six (6) officers of the ISCD (President, Immediate Past-President, President-Elect, Vice-President, Secretary, and Treasurer) and seven (7) to nineteen (19) others.

4.1.2 The President may appoint additional ISCD members as Ex Officio members to participate but not have voting rights at Board meetings.

SECTION 2. POWERS:

4.2.1 The Board shall have and is vested with all powers and authorities to supervise, control, direct and manage the property, affairs and activities of the ISCD.

4.2.2 Policies cannot be set by any individual officer, Board member, committee, committee member, or any other ISCD member. All ISCD policies, activities or expenditures must receive Board approval.

4.2.3. The Executive Committee may act in the name and with the full power of the Board during intervals between meetings of the Board on any matter requiring action by the Directors. Voting members of the Executive Committee consist of the President, President-Elect, Vice President, Secretary, and Treasurer. The President may appoint additional ISCD members as Ex Officio members to participate but not have voting rights at Executive Committee meetings.

SECTION 3. ELECTION AND TERMS OF OFFICE:

4.3.1 The Nominating Committee (chaired by the Immediate Past-President and composed of at least four (4) other Board appointed members) shall solicit recommendations from ISCD members annually for candidates to serve as officers and Board members. At least one (1) nominee shall be proposed for each vacant position. The Nominating Committee shall prepare a slate of candidates and submit the names to the Board. After Board approval, the slate will be placed on the ballot to be voted on by the membership. The Nominating Committee shall make every effort to achieve diversity of nominees based on geographic distribution, membership class and practice specialty.

4.3.2 Members may petition to be placed on the Officer or Board ballot according to policies established by the Board.

4.3.3 Directors shall be elected by a plurality of ISCD members voting in a ballot, presented in a form as determined by the Nominating Committee.

4.3.4 The term of non-officer Directors shall be three (3) years, and non-officer Directors may serve for up to two (2) consecutive terms.

4.3.5 All elected Director terms shall begin at the close of the Annual Business Meeting following their election.

SECTION 4. VACANCIES:

4.4  If a Director vacancy occurs on the Board, the President, with the approval of a majority vote of the Board, may appoint for the duration of the unexpired term, a member of the ISCD to serve out the term of the vacated position.

SECTION 5. COMPENSATION:

4.5.1 Directors shall not receive any stated salaries for their services.

4.5.2 Nothing herein contained shall be construed to preclude any Director from serving the ISCD in any other capacity and receiving reasonable compensation for services actually rendered.

4.5.3 A Director may be reimbursed for their actual expenses reasonably incurred in attending meetings other than annual meetings and in rendering services to the ISCD in the administration of its affairs.

SECTION 6. RESIGNATION AND REMOVAL

4.6.1 Any Director may resign from the Board. Such resignation shall be in writing and shall be effective upon its acceptance by the Board.

4.6.2 A Director may be removed by a two-third (2/3) vote of the entire Board, less the Director in question, at its sole discretion.

Article V

MEETINGS OF MEMBERS AND BOARD OF DIRECTORS

SECTION 1. ANNUAL BUSINESS MEETING:

5.1.1 The ISCD Annual Business Meeting of the ISCD shall be held as determined by the Board.

5.1.2 Notice of the ISCD Annual Business Meeting shall be issued to all members by mail, facsimile or electronic means no less than thirty (30) days, and no more than one hundred eighty (180) days, before the meeting. Any member may waive notice of a meeting.

5.1.3 The presence of thirty (30) members shall constitute a quorum for the transaction of business at the ISCD Annual Business Meeting.

5.1.4 If a quorum is not present at the ISCD Annual Business Meeting, the members present shall have the power to adjourn the meeting.

5.1.5 The act of a majority of the members present at the ISCD Annual Business Meeting at which a quorum is present shall be valid as the act of the ISCD.

SECTION 2. SCIENTIFIC MEETINGS:

5.2  The Board shall make a good faith effort to hold an annual scientific meeting in association with the Annual Business Meeting. The format, conduct, and content of ISCD scientific meetings shall be established by a Board any appointed committee or program chairpersons.

SECTION 3. MEETINGS OF BOARD OF DIRECTORS:

5.3.1 The regular annual meeting of the Board will be held in conjunction with the Annual Business Meeting.

5.3.2 Special meetings of the Board may be called by or at the request of the President, or upon written request of at least four (4) Directors. The President shall fix the time for holding any such special meeting of the Board.

5.3.3 Members of the Board or any committee thereof may participate in a Board or committee meeting by a means which allows all participants in the meeting to hear each other at the same time. Participation by such means shall constitute the presence in person at such a meeting.

5.3.4 Notice of any regular meeting(s) of the Board shall be given at least thirty (30) and no more than one hundred eighty (180) days. Any Director may waive notice of a meeting.

5.3.5 The presence of one-half (1/2) of the voting members of the Board shall be requisite for and shall constitute a quorum for the transaction of business at all meetings of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be valid as the act of the Board, except in those specific instances in which a greater number may be required.

5.3.6 Each Director present at any meeting shall be entitled to cast one vote on each matter coming before the meeting.

5.3.7 If a quorum shall not be present at any such meeting, the Directors present shall have the power to adjourn the meeting.

Article VI

STANDING COMMITTEES, COMMITTEES AND TASK FORCES

6.1 The Board may establish standing committees, ad hoc committees and task forces as needed.

6.2 The President or the Board may appoint committee members, committee chairs, task forces and task force chairs subject to the approval of the Board. The President may serve as an ex-officio member on any committee or task force without voting rights.

6.3 Each committee member shall serve concurrently with the President who appointed them and may continue to serve by reappointment by the succeeding President.

6.4 Appointments made in the same manner as provided in the case of the original appointments may fill vacancies in the membership of any committee.

Article VII

OFFICERS

7.1 Officers of the ISCD shall be the Immediate Past-President, President, President-Elect, Vice-President, Secretary, and Treasurer.

7.2 Immediate Past-President, President, President-Elect, and Vice-President shall serve one (1) term of one (1) year. The Secretary and Treasurer shall serve a term of two (2) years. The Secretary and Treasurer may each be nominated to serve for a second two (2) year term.

7.3 An officer’s resignation shall be in writing and shall be effective upon its acceptance by the Board.

7.4 An officer may be removed by a two-third (2/3) vote of the entire Board, less the officer in question, at its sole discretion.

7.5 Should the Office of President become vacant, the President-Elect shall assume that Office. Should the Office of Immediate Past-President become vacant, no action will be taken.

7.6 All other vacancies occurring among the Officers or Board Members may be filled by Board appointment. Such appointed Officers or Board Members shall serve until the next Annual Meeting, when they must be confirmed by vote, or others must be elected in their place.

7.7 The President shall be the principal elected executive officer of the ISCD and shall supervise and control all of the business and affairs of the ISCD. The President shall preside as Chair at all business and scientific meetings of the members and the Board. The President shall carry out other such duties as usually pertain to the Office.

7.8 The President-Elect shall discharge the duties of the President in case of the latter’s absence or disability. The President-Elect shall perform such other duties as from time to time may be assigned by the President or the Board. The President-Elect shall automatically become President upon the expiration of the term of President.

7.9 The Vice-President shall perform such duties as may be assigned by the President or the Board.

7.10 In the event that both the President and the President-Elect are unable to act or refuse to act as President, then the Immediate Past- President shall perform the duties of President. The Immediate Past-President shall perform such other duties as from time to time may be assigned by the President or the Board.

7.11 The Secretary shall have responsibility for all ISCD records and shall serve all notices as required by the Bylaws and other duties as the President or Board shall assign. With the majority vote of the Board, some or all of the duties of the Secretary may be delegated to the ISCD Executive Director or other such person within the ISCD office.

7.12 The Treasurer shall have responsibility for all monies of the ISCD. The Treasurer shall disburse such funds as ordered or authorized by the Board. The Treasurer shall submit the accounting records to the President and to the Board at each business meeting of the ISCD. With the majority vote of the Board, some or all of the duties of the Treasurer may be delegated to the ISCD Executive Director or other such person within the ISCD office.

Article VIII

STANDING COMMITTEES

8.1 The Board may authorize any officer or officers, agent or agents of the ISCD, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ISCD, and such authority may be general or confined to specific instances.

8.2 All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the ISCD, shall be signed by such officer or officers, agent or agents of the ISCD and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, the President and Treasurer of the ISCD shall sign such instruments.

8.3 All funds of the ISCD shall be deposited to the ISCD general account and will be used to finance approved and budgeted activities, and may be invested in accordance with such policies as may be adopted by the Board.

8.4 The Board may accept on behalf of the ISCD any contribution, gift, bequest or device for the general purposes or for any special purpose of the ISCD.

8.5 The ISCD shall not make any loan to any officer or Director of the ISCD.

8.6 The Finance Committee shall submit the ISCD annual budget for approval by the Board in accordance with policy set by the Board.

8.7 The Board shall determine the fiscal year of the ISCD.

Article IX

BOOKS AND RECORDS

9.1 The ISCD office shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of all Board meetings.

Article X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

10.1 The ISCD shall indemnify each Director or Officer, or former Director or Officer of the ISCD for all sums paid by them in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the Director or Officer in any matter arising from the performance by such Director or Officer of their duties for or on behalf of the ISCD to the full extent permitted by law.

Article XI

AMENDMENTS

11.1 These Bylaws may be amended in accordance with proposals initiated by the Board or by a petition signed by ten (10) or more members of the ISCD. Such proposals shall be submitted to the voting members. Amendments to the Bylaws must be approved by mail ballot by two-thirds (2/3) of the votes cast by the voting Members.

11.2 Amendments to the Bylaws shall become effective when the final vote on the amendment is determined.