ARTICLE 1.00. NAME AND PURPOSES OF THE ORGANIZATION
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1.01 NAME.
This organization shall be known as the International Intraocular
Implant Club, hereinafter referred to as “IIIC”.
1.02 PURPOSES.
The purposes of IIIC shall be to promote research in the field of
intraocular lens implantation; to allow for the free and unhindered
exchange of ideas concerning anterior segment intraocular implantation;
to provide an international forum to improve the understanding of
intraocular lens implants and to promote implantation surgery; and
to sponsor and advise national societies as they develop.
2.01 MEMBERS.
Members shall be physicians, Ph.D.s, or individuals with particular
competence or interest in the field of intraocular lens implantation
who meet such requirements as shall be established, from time to
time, by the membership. There shall be three categories of membership:
Regular, Life, and Honorary.
2.02 REGULAR MEMBERS.
The number of Regular members shall be limited to two hundred fifty
(250). No single country shall have a majority of total Regular
membership. New members shall be nominated in writing by two (2)
IIIC 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 LIFE MEMBERS.
A Regular member may make a written request to the executive council
that his/her membership be transferred to that of a Life member
by reason of poor health or retirement from surgery. The executive
council shall consider the request at the next regular meeting,
and, provided that the conditions for Life membership have been
met, shall approve said request. Life members shall have all the
rights and privileges of Regular members except that of holding
elective office. Life members are required to pay the regular fees
for attending meetings. Revised and approved by the IIIC membership September, 1998
2.04 HONORARY MEMBERS.
The executive council may nominate individuals for exceptional service
to the cause of intraocular lens implantation. Such individuals
become Honorary members by two-thirds (2/3) majority of the vote
cast by the membership, either by mail ballot or at the annual meeting
of the IIIC. An Honorary member shall have all the rights and privileges
of Regular members except that of holding elective office. Honorary
members are required to pay the regular fees for attending meetings.
2.05 QUALIFICATIONS.
A Regular member shall have extensive personal, practical experience
of intraocular lens implantation; shall be recognized as an outstanding
surgeon and teacher in his/her country; shall attend and teach at
recognized intraocular implant courses or meetings; and shall publish
scientific research in recognized journals.
2.06 DUTIES.
A Regular member shall be available to fellow IIIC members for consultation
and the exchange of ideas and information; shall regularly attend
meetings of the IIIC and participate, as appropriate, in clinical,
laboratory, or combined research concerning intraocular implantation;
and shall disseminate the experience and knowledge obtained.
2.07 VOTING AND HOLDING OFFICE.
Regular, Life, and Honorary members shall be entitled to vote on
any matter or to attend any annual or special meeting of the membership.
Only Regular members shall be entitled to hold elective office.
2.08 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.
2.09 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 IIIC 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 IIIC 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 IIIC 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.
3.01 ANNUAL MEETINGS.
Annual and biennial meetings of the members of IIIC 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 IIIC.
3.02 SPECIAL MEETINGS.
Special, scientific, and business meetings of the members of IIIC
may be called by the president or executive council when it is deemed
necessary for the best interest of IIIC.
3.03 NOTICE.
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.
3.04 QUORUM.
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.
3.05 PROXY.
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 IIIC 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 IIIC, 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.
5.01 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.
5.02 AUTHORITY.
The executive council shall manage the general business and affairs
of IIIC. 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 IIIC unless and until it is adopted, ratified, or approved
by the executive council.
5.03 TERM.
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.
5.04 PRESIDENT.
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 IIIC; shall determine and appoint all committees and
those members who serve on such committees; shall work with the
secretary to ensure that basic IIIC 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.
5.05 PRESIDENT-ELECT.
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.
5.06 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.
5.07 SECRETARY.
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 IIIC; shall prepare and distribute minutes of all executive council
and membership meetings; shall coordinate and be responsible for
all mailings from IIIC 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.
5.08 TREASURER.
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 IIIC. The treasurer shall be a voting member of the executive
council; shall keep accurate accounts of all monies of IIIC received
or disbursed; shall collect all dues, assessments, and fees owed
to IIIC, and invest and disburse the assets and funds of IIIC as
ordered by the IIIC 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 IIIC finances; shall
have and perform all powers, duties, and responsibilities usually
incident to the office of treasurer.
5.09 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 receive the salary 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 IIIC affairs.
5.10 COMPENSATION.
No director or officer, with the exception of the executive director,
shall receive any salary or other form of compensation from IIIC
in his or her capacity as a director or officer. Any director or
officer, employee or agent of IIIC, however, may receive a stipend,
a per diem, and /or reimbursement for expenses in the performance
of IIIC duties, at the discretion of the executive council.
5.11 VACANCIES.
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.
5.12 DISABILITY.
In the event of the absence or disability of any officer of IIIC,
the executive council may delegate such officer’s powers and
duties for the time being to any other member of IIIC.
5.13 REMOVAL.
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 IIIC.
6.01 NOMINATING COMMITTEE.
There shall be a nominating committee which shall consist of the
voting executive council officers of IIIC.
6.02 NOMINATIONS.
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.
6.03 ELECTION.
Announcements of said candidates for election shall be made at the
annual meeting of IIIC by the secretary. Each Regular member of
IIIC 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.
7.01 PURPOSES OF IIIC.
IIIC has been organized and shall be operated exclusively for nonprofit
scientific and educational purposes.
7.02 CONDUCT OF OFFICERS AND MEMBERS.
No officer or member shall act in any manner which is inconsistent
with or contrary to the purposes of IIIC as stated in this constitution.
Any conduct by an officer or member that is inconsistent with the
nonprofit purposes for which IIIC is organized and operated shall
result in immediate dismissal of the officer or member who so acted.
7.04 DISSOLUTION.
Upon the dissolution of IIIC, 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 implantion organizations
represented in the membership.
8.01 PROCEDURE FOR INITIATION OF AMENDMENTS.
The executive council of IIIC may propose amendments to the constitution
upon its own initiative. Members of IIIC 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.
8.02 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.
