Section 1. Name
The name of the Corporation shall be the International Society for Contact Lens Research (ISCLR) (also sometimes herein referred to as the "Society").
Section 2. Purposes
The purposes of the Corporation will be to provide a forum for the exchange of knowledge in contact lenses and allied sciences, and to encourage scientific research and educational advancement in these fields.
ARTICLE II: OFFICES AND REGISTERED AGENT
Section 1. Principal Office
The Principal Office of the Corporation shall be located at 917 S. Brentwood,
Clayton, Missouri in St Louis County, Missouri, or at such other places as
the Board of Directors may from time to time determine.
Section 2. Registered Office and Agent
The Registered Office of the Corporation shall be at such place as may be
designated by resolution from time to time by the Board of Directors. The
Registered Agent shall be such person or shall be designated by resolution
from time to time by the Board of Directors.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Composition and Qualifications
The Board of Directors (also sometimes herein referred to as the “Council”)
shall be composed of 36 members, including Officers, who shall serve six
year terms and can stand for re-election. They shall be elected in accordance
with Article III - Section 3. In addition, the Past Presidents of the organisation
shall serve as ex-officio members of the Board of Directors. Ex-officio members
will remain Directors and Officers as long as they are actively involved
in research into contact lenses or allied fields or if the other members
of the Board of Directors consider they would make a useful contribution
to the Society.
Section 2. Officers
The Officers of the Corporation shall be the President, the President-Elect,
four (4) Vice Presidents, including a Vice President of Finance, the Secretary
and the Immediate Past President. Officers will be elected by the Board of
Directors (also sometimes herein referred to as "Councilors") in
accordance with Article IV. Past Presidents will be included as ex-officio
members of the Officers.
Section 3. Election
Directors elected at a meeting will be chosen by the remaining Directors.
The term for Directors will be staggered so that approximately one-third
(1/3) of the Directors are elected every two years. The election of Directors
will normally take place at a Board Meeting held in conjunction with the
Biennial Scientific Meeting. Candidates will be nominated by the Nomination
Committee and additional candidates will be nominated from the floor. Any
member who has missed two consecutive meetings will normally be ineligible
for election, unless otherwise decided by the Board.
Section 4. Conduct of Business
The Board of Directors must convene once every two years. Business may also
be conducted at other times through the post, faxes, conference calls, email
and other means of communications agreed to by the Board.
Section 5. Committees, Commissions and Publications
The Board of Directors may establish committees, commissions, or publications
to undertake programs and studies.
ARTICLE IV: FUNCTIONS OF THE BOARD
The functions of the Board of Directors will be to:
1. Amend the Articles of Incorporation and By-Laws;
2. Elect members of the Corporation;
3. Approve the budget;
4. Appoint the Executive Committee;
5. Make policy as necessary;
6. Elect the Officers of the Corporation;
7. Elect Directors to the Board of Directors;
8. Set Dues;
9. Appoint Sub-Committees;
10. Determine time and location of meetings.
ARTICLE V: EXECUTIVE COMMITTEE
Section 1. Election / Term of Office
A ballot can be used if there are more nominees than necessary for any office.
The President may not serve more than one term. The term of the Presidency
will be for a minimum of two years and a maximum of four years. However,
a President may fill the remaining term of a retiring President and one full
term. The other Officers will automatically retire after two years, but will
be eligible for re-election.
Vacancies for the remainder of the term shall be filled by the same election
process. The process is nominations by Nomination Committee and the floor.
Section 2. Composition
The Executive Committee shall consist of the Officers of the Corporation.
Officers shall be a President, President-Elect, Immediate Past President,
four (4) Vice Presidents, including the Vice President of Finance, Secretary,
Past Presidents as ex-officio members and such other members co-opted by
these officers.
Section 3. Powers
The Executive Committee shall conduct the interim business of the Corporation
directed by the Board of Directors. The Executive Committee shall also be
responsible for nominating potential Directors at election time. Upon death
or resignation of a member of Board of Directors, the Executive Committee
may appoint a successor.
Section 4. Periodic Reporting
All committees, commissions, and publications shall report periodically to
the Executive Committee as well as to the Board of Directors.
Section 5. Nomination Committee
The Executive Committee shall constitute a Nomination Committee to nominate
Directors and Officers. Additional nominations may be added by members from
the floor. The Nomination Committee shall set up the procedures to accept
additional nominations and determine terms of office.
ARTICLE VI: ROLE OF OFFICERS
Section 1. President
The President shall preside over the Board of Directors, Executive Committee,
shall appoint Committee members, shall take emergency actions where necessary
until the next Board Meeting and then report such actions and shall appoint
Officers to take over the duties of Directors in the event of retirement
(for any reason).
Section 2. President-Elect
The President-Elect shall serve as the Deputy to the President and shall
become President in the event of death or resignation of the President during
his term of office, and shall succeed the President.
Section 3. Secretary
The Secretary shall maintain the minutes of the Directors Meetings and
conduct such other business as directed by the President.
Section 4. Vice President of Finance
The Vice President of Finance shall arrange for the Financial Reports/Accounts
of the Society to be maintained and audited every year.
ARTICLE VII: GENERAL MEMBERSHIP
Section 1. Election
Membership to the Corporation shall be open to individuals (by invitation)
who, in the opinion of the Executive and the Board of Directors (Council),
meet the following qualifications:
1) Individuals of high standing engaged in the fields of contact lens or
related sciences who have published at least five papers on contact lenses
or related topics as first, second or senior author in peer reviewed scientific
journals cited in Science Citation Index or listed in a supplementary ISCLR
list; and
2i) Individuals whom the Board of Directors consider would make a useful
contribution to the Society.
Any Member of the Corporation may propose new members. Membership applications
are submitted to and approved by the Board of Directors.
Section 2. Cessation of Membership
Membership to the Society will be reviewed every two years by a Sub-Committee
made up of three to five Executive Members, to determine if any member
no longer qualifies for membership. Such cessation would be recommended
by the Sub-Committee to the Executive Committee.
Criteria for cessation will include non-payment of dues, lack of active participation
in two (2) consecutive Scientific Meetings and inability to meet the requirements
of active membership as judged by the Membership Sub-Committee.
If in the opinion of the Executive Committee, a member has a valid reason
for non-attendance e.g. illness, an exception may be granted. Such a member
should make application stating in full the reasons for non-attendance and
why they should be granted continued membership.
Former members may apply for re-election but must do so on the official application
form and follow the procedures as for new members.
Section 3. Honorary Life Membership and Emeritus Membership
Up to ten (10) eminent individuals can be elected by the Board of Directors
to Honorary Life Membership.
Members of the Society of at least five years duration will be eligible to
apply for Emeritus Membership if at least 60 years of age and in retirement.
Emeritus members will be exempt of subscription and allowed to attend any
Scientific Meeting of their choice, but will not be eligible for sponsorship
from the Society to attend such meetings.
Section 4. Ex-Officio Members of the Executive Board
Members of the Society who have held the position of President for a term
with the Society will be eligible for Ex-Officio Membership with the Executive
Board. The Past President will indicate his/her wish to hold Ex-Officio Membership
in writing at the end of the President’s term of office.
Section 5. Size of the Society
Membership of the Society will normally be limited to 100 members excluding
Emeritus or Honorary Life Members unless the Executive and Board of Directors
considers that there are exceptional circumstances.
ARTICLE VIII: MEETING OF THE GENERAL MEMBERSHIP
Section 1. Purpose
The Board of Directors shall report to the membership at the general meeting
during the Scientific Meeting of the Society or at least every two (2) years.
The agenda for the meeting will include at least the following items:
1) President's Report;
2) Secretary's Reports on the current budget and the state of the membership;
3) Vice President's Finance Report;
4) Announcement of new Directors and Officers;
5) Any other business.
Section 2. Representation of Members
Members may propose items to the agenda at a general meeting, if supported
by at least 25% of the total membership. Members may also speak individually.
Section 3. Extraordinary General Meeting of Members
An extraordinary general meeting of members may be called by the Board
of Directors or if requested by 25% of the total general membership.
ARTICLE IX: AMENDMENTS TO THE BY-LAWS
Section 1. Procedure
Amendments may be proposed by at least one-fourth (1/4) of the Board members.
Section 2. Voting
The By-Laws may be amended by three-fourths (3/4) majority of the total voting
members of the Board. Voting may be conducted by mail ballot, but not by
proxy.
ARTICLE X: DUES
The Board of Directors may establish dues as necessary to conduct the affairs
of the Corporation.
ARTICLE XI: PARLIAMENTARY PROCEDURE
The parliamentary procedure for the Board and the Executive Committee shall
be governed by the latest edition of the Roberts Rules of Order, except where
negated by the Articles of Incorporation or By-Laws.
ARTICLE XII: ATTENDANCE AT SCIENTIFIC MEETING
Attendance at the Scientific Meetings will be limited to members of the Corporation,
to prospective members who have the opportunity to attend once only as
prospective members, Graduate Students who are in full-time or part-time
research at University departments or recognised institutions, invited
panelists or speakers and sponsored industry scientists with a maximum
of three per sponsoring organisation.
All materials including papers, slides, lectures, audio-visual materials
and handouts presented at the meeting shall be kept confidential and should
not be published or presented in any form without prior consent of the presenter.
Violation of these rules is subject to expulsion by the Society and disciplinary
measures.
To attend a meeting, prospective members must make a formal application to
the Executive Committee.
ARTICLE XIII: INDEMNIFICATION
Each Director or Officer, whether or not then in office, shall be indemnified
by the Corporation against all costs and expenses reasonably incurred by,
or imposed upon, him in connection with, or arising out of, any action,
suit or proceeding in which he may be involved or to which he may be a
party, by reason of his being or having been a Director or Officer of the
Corporation. Such expense shall include the cost of a reasonable settlement
made with a view to curtail the cost of litigation. The Corporation, however,
shall not indemnify any Director or Officer with respect to matters as
to which he shall finally be adjudged in such action, suit or proceeding
to have been negligent in the performance of his duty or willfully abusive
of his position as such Director or Officer. The right of indemnification
set forth herein shall not be exclusive of any rights to which any Director
or Officer may be entitled by law.
ARTICLE XIV: EFFECTIVE DATE OF BY-LAWS
Section 1. Date
The By-Laws of the Corporation shall become effective on the first meeting
of the Board of Directors. 