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 is incorporated in the state of California as a trade association meeting the criteria of ITC Section 501 (c) (6)

Article II

Mission

The SCBS is dedicated to collection, dissemination and interchange of ideas relating to the facial nerve, thus furthering cooperation and encouraging global friendships. To increase the international medical community’s knowledge of the facial nerve and its disorders.

Article III

Aim

The aim of the SCBS shall be:

1. To bring into multi-disciplinary association members of the medical profession who are actively engaged wholly or partly in the field of facial nerve medicine, surgery and rehabilitation.

2. To advance the medical profession in general and specifically that area dealing with the facial nerve and its disorders in the broadest sense.

3. To provide through quadrennial international scientific symposia and other recognized means of communications for the interchange of ideas and knowledge among medical professionals and consumers/patients.

4. To gather and disseminate information concerning the development and application of modern facial nerve medicine.

5. To promote and advance the name and the purpose of the SCBS before the scientific body of international medicine.

6. To promote and foster the professional skills of members;

7. To encourage continuing education of clinicians, rehabilitation specialists, pre-clinicians, researchers, residents in training etc. 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 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.

Section 2.

Organization. The members elect quadrennially from their midst five (5) representatives per region (Africa-Australia, America, Asia and Europe,) to form the Board of Directors. The Board of Directors elects from its members an Executive Committee which will consist of President, Secretary, Treasurer, Webmaster. Vacancies in the Board of Directors will thereupon be filled by new officers elected by the SCBS Members.

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 Board of Directors.

President. The President is the principal executive officer of the SCBS and has, subject to control of the Board, 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 duties of management usually vested in the office of president of a corporation and has such other powers and duties as may be prescribed by the Board. The President, with the approval of the Board of Directors, 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 Executive Committee. In case the votes are equally divided the Presidents vote is supposed to be decisive.

Secretary. The Secretary shall keep at the principal executive office or such other place as The Board may order a book of minutes of all meetings of the SCBS and the Board. The Secretary shall give notice of all the meetings of the SCBS and the Board 6 months beforehand and shall have such other powers and perform such other duties as may be prescribed by the Board. The secretary shall prepare biannual reports.

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 Board. 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 Board of Directors. 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 bylaws, membership list including Board of Directors and Executive Committee. The website may include Information for Patients, Consensus Treatment Guidelines, history of the SCBS, etc. The webmaster shall prepare biannual reports.

Section 2.

Election and Term of Office. Officers shall be elected at the quadrennial meeting of the members 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 Board of Directors at any regular or special meeting.

Section 4.

Biannual Reports. All Executive Committee officers shall report to the Board of Directors regarding the activities of their office during the past two (2) years, at least thirty (30) days prior to the Board Meeting.

Article VI

Board of Directors

Section 1.

Powers. The governing body of the SCBS shall be the Board of Directors which shall supervise, control and manage the affairs of the SCBS through the Executive Committee. The Board 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 Board of Directors shall consist of five (5) representatives per region (article IV, section 2). Of the twenty (20) representatives at least one shall represent otorhinolaryngology, one plastic surgery one rehabilitation medicine (physiotherapy/psychology), and as possible one neurology/-surgery/-biology/-physiology/-virology. The Board of Directors may, at its discretion, invite other auditors representing other medical organizations as advisory members who shall attend without the right to vote.

Section 3.

Board Meetings. A meeting of the Board of Directors shall be held not less than quadrennially, anyhow in conjunction with the quadrennially scientific “International Facial Nerve Symposium”. Extraordinary Board meetings may be called by the President or upon written request of two (2) members of the Board. Notice of such meetings shall be given not less than five (5) months before the meeting.

Section 4.

Quorum. Ten (10) 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 Board.

Article VII

Membership Meetings

Section 1.

Regular Meetings. The regular meetings of the SCBS members shall be held at such time and place as the Board of Directors shall determine. 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. A meeting of the SCBS members shall be held not less than quadrennially, anyhow in conjunction with the quadrennially scientific “International Facial Nerve Symposium”.

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 two (2) members of the Board of Directors. The request for a 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 four (4) years. The symposium shall, preferably, take place on different continents subsequently . The local Committee organizing the symposium shall be supported by the SCBS Executive Committee 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. Incidentally the Board of Directors might request the Executive Committee to organise and to make subject a one issue matter to an internet voting around all SCBS members.

Article VIII

Resignation and Vacancies.

Members of the Executive Committee, or of the Board of Directors, 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 Board of Directors if originally elected by either the Board of Directors or the Membership.

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 membership fee is a minimal due of net $50 US,= (or the equivalent in Euro’s) every 2 years. Dues and assessments for membership shall be established by the Board of Directors. Dues shall be reviewed regularly by the Board and changes may be made at the Board of Directors’ discretion. Honorary Members are exempt from paying dues. For the registration for the quadrennial “International Facial Nerve Symposium”, the SCBS shall recommand the local organising committee to waive the fee for SCBS Honorary Members and to reduce the fee for Ordinary Members.

Section 3.

Payment of Dues and Assessments. The biannual dues of members are payable on a date to be specified by the Treasurer during the last quarter of each year, prior to which time the Treasurer shall e-mail to each member a statement of dues and assessments for the ensuing years. Since the fee is based on a minimal net due, the treasurer shall set on top of the net due an additional due in order to cover all transferring costs or charges made by the bank or credit card company with which the SCBS will be faced . 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 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 Board of Directors.

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 Board of Directors, along with recommendations, if any, for their consideration. Prior to the interim meeting of the Board of Directors, the Treasurer shall submit recommendations for a budget for the next fiscal period to the Board of Directors. After considering this information, the Board of Directors shall adopt an operating budget prior to each fiscal period.

Section 5.

Audit. The accounts of the SCBS shall be audited quadrennially by an independent Certified Public Accountant who is selected by the Executive Committee; it shall report to the Board of Directors.

Article X

Logo.

The use of the offcial 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 Executive Committee. The logo may not be used in connection with personal items without the express permission of the Board of Directors. 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 Board of Directors.

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 Board of Directors.

Article XII

Amendments.

These Statutes may be amended or repealed, or added to, or new bylaws adopted, at any meeting of the Board of Directors 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, including but not limited to, California Corporations Code Section 317 and any amendments thereto.

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.

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