Statutes of the “Sir Charles Bell Society” (Revised 2018)
Article I Name, foundation
The name of the organization shall be the “Sir Charles Bell Society”, further named the “SCBS”. It is an international multi-disciplinary organization founded June 13, 1992 at the “VIIth International Facial Nerve Symposium” in Cologne, Germany. It was incorporated in the state of California as a trade association meeting the criteria of ITC Section 501 (c) (6), but then disbanded in 2016. As of November 2018, it is now incorporated in the State of Massachusetts meeting non profit status as a 501 (c) (3). The employee ID number is 83-2187710.
Article II Mission
To improve surgical, medical, and rehabilitative care for people with facial palsy.
Article III Aim
The aims of the SCBS shall be:
1. To facilitate communication among facial nerve practitioners (FNPs) who are engaged in the field of facial nerve medicine, surgery and rehabilitation.
2. To advance the science of the facial nerve and its disorders.
3. To engage in quadrennial international scientific symposia and other means of communications, to exchange ideas and knowledge among FNPs.
4. To gather and disseminate information concerning advances in facial nerve medicine through a website, internet mailings, and other means.
6. To promote and foster the professional skills of FNPs.
- To encourage continuing education of FNPs through the support of conventions, meetings, courses and workshops.
Article IV Membership and organization
Section 1. Membership.
The membership of the SCBS shall consist of medical personnel whose professional endeavors include facial nerve medicine, surgery, rehabilitation and certain other individuals who have made outstanding contributions (for instance in the field of basic sciences) to the facial nerve and its disorders.
The SCBS consists of Ordinary Members and Honorary Members. To become a member one has to make a formal request addressed to the Secretary. Honorary Members are to be elected by the Membership Meeting. Typically, honorary membership will be granted in cases of two terms of service in a Board of Directors position, an outstanding contribution to the field of facial nerve management (determined by majority membership secret vote), and/or other history of long-term service to the society.
Section 2. Organization.
The members elect quadrennially:
- an Executive Committee (ExCo) which will consist of President, Secretary, Treasurer, Webmaster and one Assessor; vacancies will thereupon be filled by new officers elected by the SCBS Members.• a Board of Directors (BoD), consisting of two (2) representatives per region (Africa-Australia, North America, Central/South America, Asia, and Europe) one from an ad-hoc “region” (for example a country not falling easily into one of these categories), and one ad-hoc member corresponding to the future host of the international facial nerve symposium; together with the president of the ExCo (as the coordinator)
Article V Executive Committee
Section 1. Duties
The officers shall perform such duties as are incident to their respective offices or as may be assigned by the BoD.
President. The President is the principal executive officer of the SCBS and has, subject to control of the BoD, general supervision, direction and control of the business and officers of the SCBS. The President shall preside over the meetings of the SCBS. The President has the general powers and managerial duties usually vested in the office of president of a corporation and has such other powers and duties as may be prescribed by the BoD. The President, with, if needed, the approval of the BoD, shall appoint such committees, working groups, commissions, or task forces as may be necessary to carry out the purposes of the SCBS. Such ad hoc bodies shall work in conjunction with, and be responsible to, the ExCo. In case the votes are equally divided the President’s vote is decisive.
Secretary. The Secretary shall keep at the principal executive office or such other place as the BoD may order a book of minutes of all meetings of the SCBS and the BoD. The Secretary shall announce all the meetings of the SCBS and the BoD 3 months prior to meeting and perform such other duties as may be prescribed by the BoD. The secretary shall prepare biannual reports, and communicate with any administrative staff contracted by the SCBS to assist with executing the mission of the SCBS.
Treasurer. The Treasurer shall collect all members’ dues, establish proper account procedures, and be responsible for keeping the funds in such banks, trust companies and or investments, establish proper account procedures, and be responsible for keeping the funds in such banks, trust companies and/or investments as are approved by the BoD. The Treasurer shall prepare biannual reports. No funds shall be drawn from the treasury except for such purposes that shall have been duly authorized by the ExCo and if needed by the BoD as well. The treasurer at the end of his term in office shall promptly deliver over to his successor all books, funds and other property in his charge.
Webmaster: The Webmaster shall keep the SCBS website and actively and regularly update it. Members are required to inform the webmaster about their scientific activities and publications. The website shall include the Statutes or bylaws, membership list including BoD and ExCo. The website may include Information for Patients, Consensus Treatment Guidelines, history of the SCBS, etc. The webmaster shall prepare biannual reports.
Assessor. The assessor will assist the officers by all means.
Section 2. Election and Term of Office.
Officers shall be elected at the regular quadrennial Members Meeting by a majority vote of the members present and shall serve for a term of four (4) years. Terms will be staggered to maintain continuity. Officers may be re-elected once.
Section 3. Vacancies.
Vacancies in any elected or appointed office, may be filled for the balance of the terms by the BoD at any regular or special meeting. In special cases officers may be elected by email vote.
Section 4. Biannual Reports.
All ExCo officers shall report to the BoD regarding the activities of their office during the past two (2) years, at least thirty (30) days prior to the Board Meeting.
Section 5. Meetings.
The ExCo will convene, by conference call, web conference, or live, at least biannually, as the Treasurer’s budget will allow.
Article VI Board of Directors
Section 1. Powers.
The governing body of the SCBS shall be the BoD which shall supervise, control and manage the affairs of the SCBS through the ExCo. The BoD shall supervise the activities of all committees, and of all officers of the SCBS. It shall receive reports at such times as may be required, but not less than biannually, from the chairman of each committee and each officer.
Section 2. Number and Qualifications of Directors.
The BoD shall consist of two (2) representatives per region (article IV, section 2) and one coordinator (the president) from the ExCo. Of the twelve (12) representatives at least one shall represent otorhinolaryngology, one plastic surgery, one rehabilitation medicine (physiotherapy/psychology), and, if possible, neurology/-surgery/-biology/-physiology/-virology. The BoD may, at its discretion, invite other auditors representing other medical organizations as advisory members who shall attend without the right to vote.
Section 3. BoD Meetings.
A meeting of the BoD shall be held not less than quadrennially, in conjunction with the quadrennially scientific “International Facial Nerve Symposium”. Extraordinary BoD meetings may be called by the President or upon written request of three (3) members of the BoD. Notice of such meetings shall be given not less than three (3) months before the meeting.
Section 4. Quorum.
Seven (7) voting members shall constitute a quorum for the transaction of business and the action of a majority of the members present and voting at a meeting at which a quorum is present shall constitute a valid action of the BoD.
Article VII Membership Meetings
Section 1. Regular Meetings.
A Membership Meeting shall be held not less than quadrennially, in conjunction with the quadrennial scientific “International Facial Nerve Symposium”. Notice of such meetings shall be given not less than three (3) months before the meeting. Notice of each meeting shall be in writing, announcing the place, date and time of the meeting, and shall be signed by the Secretary and e-mailed to the last recorded address of each member at least six (6) weeks before the appointed meeting time.
Section 2. Extraordinary Meetings.
Extraordinary meetings of the members shall be called by the President upon the written request of a membership quorum, (Article VI, Section 4), or upon the request of three (3) members of the BoD. The request for an extraordinary meeting shall specify the particular business for which said meeting is to be called. Notice of all extraordinary meetings, together with the meeting agenda, shall be e-mailed not less than six (6) weeks before the scheduled meeting time.
Section 3. Quorum.
A quorum, consisting of not less than ten percent (10%) of the members of the SCBS, either present in person or by proxy, shall be necessary for the transaction of business at all meetings.
Section 4. Vote.
Voting may be by voice or show of hands, except on the following questions, where it shall be by secret ballot: (a) Election of officers; (b) Changes in Statutes; (c) Any action relating to disciplinary proceedings against a member; and (d) When a written ballot is requested by a majority vote.
Section 5. Quadrennial Symposium.
A scientific “International Facial Nerve Symposium” shall be held at least once every five (5) years, preferably every four (4) years. The symposium shall, if at all possible, rotate on different continents sequentially. The local Committee organizing the symposium shall be supported by the SCBS ExCo, but is fully responsible for the organization of this symposium in all respects. The language of the Congress shall be English. Bids for hosting the meeting shall be entered five (5) years before to be voted on four (4) years before. Section 6. Internet voting. The BoD or the ExCo may initiate a vote via internet/email to all SCBS members on a single item or issue when deemed necessary.
Article VIII Resignation and Vacancies.
Members of the ExCo, or the BoD, or of Committees may resign by giving written notice to the Secretary. Unless otherwise provided by these Statutes, vacancies occurring between the meetings shall be filled by the officer making the original appointment, or by the BoD if originally elected by either the BoD or the Membership Meeting.
Article IX Finance and Dues.
Section 1. Fiscal year.
The fiscal year of the SCBS shall run from January 1 to December 31.
Section 2. Dues and Assesments.
The gross membership fee is a minimal due of $100, = (or the equivalent in Euro) annually. Dues and assessments for membership shall be established by the BoD. Dues shall be reviewed regularly by the BoD and changes may be made at the BoDs’ discretion. Honorary Members are exempt from paying dues. Regarding registration for the quadrennial “International Facial Nerve Symposium”, the SCBS shall make a recommendation to the local organizing committee that the fee be waived for SCBS Honorary Members and reduced for SCBS Ordinary Members.
Section 3. Payment of Dues and Assessments.
The annual dues of members are payable on a date to be specified by the Treasurer/Administrator, prior to which time the Treasurer shall e-mail to each member a statement of dues and assessments for the ensuing years. Any member of the SCBS delinquent in the payment of dues for a period of thirty (30) days thereafter shall be notified by the Treasurer/Administrator that such member is in arrears. A final notice of arrears shall be sent to the member by e-mail thirty (30) days after the first notice of delinquency and if payment in full is not received by thirty (30) days after the final notice, the delinquent member shall automatically be suspended from membership in the SCBS. He will have to reapply for membership according to Article 4, Section 1, if so desired. Fees and dues may be abated for members for reasons and circumstances, as determined by the BoD.
Section 4. Budget.
Within ninety (90) days following the end of each fiscal period, the Treasurer shall submit a financial report of the previous fiscal period to the BoD, along with recommendations, if any, for their consideration. Prior to the interim meeting of the BoD, the Treasurer shall submit recommendations for a budget for the next fiscal period to the BoD. After considering this information, the BoD shall adopt an operating budget prior to each fiscal period.
Section 5. Audit.
The accounts of the SCBS shall be audited quadrennially by two members of the BoD who are selected by the ExCo. This cash Committee shall report to the Membership Meeting. Article X Logo. The use of the official logo and name of the SCBS or any identifiable portion thereof is specially limited to the official documents of the SCBS under the direction of the ExCo. The logo may not be used in connection with personal items without the express permission of the BoD. Any use of the logo for other commercial purposes or by any other individual which may be regarded as officially applying sanction of the SCBS is expressly prohibited.
Section 6 – Donations.
As a 501 (c) (3) organization, we will accept tax-deductible donations, and will abide current and future US tax laws regarding receipts, record-keeping, and annual informational tax returns. In order to remain completely free from bias, all donations received will be anonymous to the membership. The administrator will acknowledge donations and perform record-keeping.
Article X: Logo.
The use of the official logo and name of the SCBS or any identifiable portion thereof is specially limited to the official documents of the SCBS under the direction of the ExCo. The logo may not be used in connection with personal items without the express permission of the BoD. Any use of the logo for other commercial purposes or by any other individual which may be regarded as officially applying sanction of the SCBS is expressly prohibited.
Article XI Resignations and Discipline of Members.
Section 1. Resignations.
Any member may resign from the SCBS after fulfilling all obligations and after giving written notice of such intention to the Secretary. The resignation shall be effective upon its presentation to the BoD.
Section 2. Disciplinary Procedure.
A Member may be censured, suspended, expelled or otherwise disciplined by the SCBS for violation of the SCBS principles or Statutes or for any conduct detrimental to the reputation and best interests of the SCBS or inconsistent with its aims. Such discipline shall follow guidelines promulgated by the BoD.
Article XII Amendments.
These Statutes may be amended or repealed, or added to, or new bylaws adopted, at any meeting of the BoD or the SCBS by a majority vote of the Directors present or SCBS members present, as the case may be, at such a meeting.
Article XIII Indemnification.
The SCBS shall have the power to indemnify any agent of the SCBS to the fullest extent permitted by law.
Article XIV The Dissolution of the SCBS.
The dissolution of the SCBS must be agreed upon by at least two thirds of the Members during an Extraordinary Meeting. It must be preceded by a special invitation to all members indicating explicitly the purpose of this Meeting, sent at least six (6) weeks prior to the Meeting. Due to the particular importance of this Extraordinary Meeting, members may vote by proxy only with a notary public’s authentication. In case of the dissolution of the SCBS, the funds, property and other assets shall be used for the purpose of furthering the aims of the SCBS and no member shall be entitled to receive any of the assets on liquidation.