BIOMEDICAL ENGINEERING SOCIETY IN VIETNAM (BMES-VN) CONSTITUTION AND BYLAWS
CONSTITUTION
- ARTICLE 1.00 NAME AND PURPOSES OF THE ORGANIZATION
- ARTICLE 2.00 MEMBERSHIP
- ARTICLE 3.00 MEETINGS AND VOTE OF MEMBERS
- ARTICLE 4.00 BOARD OF TRUSTEES
- ARTICLE 5.00 PROCEEDINGS
- ARTICLE 6.00 COMMITTEES OF THE BOARD OF TRUSTEES
- ARTICLE 7.00 OFFICERS
- ARTICLE 8.00 MISCELLANEOUS
- ARTICLE 9.00 AMENDMENTS
ARTICLE 1.00 NAME AND PURPOSES OF THE ORGANIZATION
1.01 This organization shall be known as the Biomedical Engineering Society in Vietnam, hereinafter referred to as BMES-VN.
1.02 The purposes of BMES-VN shall be to encourage and assist research, training, publication and dissemination of knowledge in biomedical science, engineering, technology and entrepreneurship fields.
ARTICLE 2.00 MEMBERSHIP
2.01 Members shall be individuals with particular competence or interest in the aforementioned fields who meet such requirements as shall be established, from time to time, by the Board of Trustees.
The Board of Trustees may, in keeping with guidelines which they adjust from time to time which shall then be authorized to include business sessions in the biennial BMES-VN Meeting.
2.02 CLASSES OF MEMBERSHIP There shall be the following classes of membership in BMES-VN: Regular Members, Members-in-Training, Life Members, Honorary Members, Associate Members and Retired Members. Membership is open to all individuals on the basis of equal opportunity i.e. without distinction of their race, nationality, gender,etc.
2.03 REGULAR MEMBERS Regular membership shall be restricted to individuals demonstrating a serious interest in or making significant contributions to biomedical engineering. This may be evidenced by: (a) scientific publications; (b) attendance at the conference; (c) direct involvement or collaboration in research; or (d) other similar activity satisfactory to the Board of Trustees. A candidate for membership shall submit an application to BMES-VN headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subjected to review and verification by or under the supervision of the Board of Trustees. The candidate shall become a Regular Member upon acceptance of the application and payment of all applicable dues and assessments for the then current calendar year.
2.04 MEMBERS-IN-TRAINING Members-in-Training shall be restricted to, undergraduate, graduate, pre-doctoral and postdoctoral students of Biomedical Engineering Department at International University, Vietnam National University, Ho Chi Minh City or students in the related fields. In no instance may a Member-in-Training retain such membership status in BMES-VN for longer than ten (10) years. A candidate shall submit an application to BMES-VN headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subject to review and verification by or under the supervision of the Board of Trustees. The candidate shall become a Member-in-Training upon acceptance of the application and payment of all applicable dues and assessments for the then current calendar year.
2.05 ASSOCIATE MEMBERS Associate membership shall be restricted to individuals who support the objectives of BMES-VN, but do not satisfy the requirements of Regular Membership or individuals elected to membership in any class who voluntarily choose to become Associate Members. A candidate shall submit an application to the BMES-VN headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subject to review and verification by or under the supervision of the Board of Trustees. The candidate shall become an associate member upon acceptance of the application and upon payment of all applicable dues and assessments for the then current calendar year.
2.06 LIFE MEMBERS A Regular Member shall automatically become a Life Member upon the payment of a one-time special assessment as determined by the Board of Trustees. A Life Member shall enjoy all of the privileges and benefits of Regular Members.
2.07 HONORARY MEMBERS A person who has singularly aided the progress of research in biomedical engineering may become an Honorary Member when recommended to and approved by the Board of Trustees.
2.08 RETIRED MEMBERS Any Regular Member may make a written request to the BMES-VN headquarters office to have his or her membership be transferred to that of a Retired Member provided that, at the time of making the request, such person has been a Regular or Life Member for 20 years cumulative (not continuous) and is no longer engaged in his or her regular research, academic or other scientific activities. The request shall be subject to approval of the Board of Trustees. Retired Members shall have all the rights and privileges of Regular Members, except that of voting and holding elective office. Fees or assessments will be determined by the Board.
2.09 VOTING The only classes of membership entitled to vote on matters brought before the membership by the Board of Trustees shall be Regular Members and Life Members whose payments are not "delinquent" as defined in herein unless otherwise required by applicable law, the phrase, "voting members" used in these Bylaws means and includes only persons within one or more of these classes of membership whose payments are not "delinquent."
2.10 HOLDING OFFICE The only classes of membership entitled to hold any officer in BMES-VN shall be Regular Members and Life Members. Members with delinquent fees, assessments, including for BMES-VN journals and publications, are not eligible to run for office until the fees are paid in full.
2.11 FEES, DUES AND ASSESSMENTS
(a) The application fees, including membership dues, meeting registration, fees for BMES-VN journals and publications, or other assessments deemed appropriate shall be established annually by the Board of Trustees.
(b) Annual dues shall be established on the basis of the calendar year. The dues for a calendar year shall be payable on or before the first day of that year and shall be considered delinquent if not paid by the first day of February of that calendar year. No annual dues shall be payable by Life, Honorary, or Retired Members. Any annual fees may be assessed by the Board of Trustees.
(c) Non-dues fees. All assessments and fees, including meeting registration fees associated with journals and publications, or any other fee deemed appropriate by the Board of Trustees, shall be payable at the time of invoicing unless otherwise determined through approved policy set by the Board of Trustees.
2.12 TERMINATION OF MEMBERSHIP A member may be terminated for nonpayment of required dues, assessments, or other fees in accordance with policies established by the Board of Trustees. Such termination shall not relieve the Member from other financial obligations that may exist. A Member whose membership has been terminated as provided in this paragraph may be reinstated upon payment of any delinquent amounts and approval by the Board of Trustees.
Any member of any class whose dues, assessments, or other fees are not delinquent may resign by notifying the BMES-VN headquarters office, and such resignation shall be effective as of the date of receipt. Membership dues or other payments, or a portion thereof, are not refundable.
ARTICLE 3.00 MEETINGS AND VOTE OF MEMBERS
3.01 BIENNIAL MEETINGS A biennial Meeting of members of BMES-VN shall be held every other year at a place and date designated by the Board of Trustees. The primary purpose of the biennial Meeting of BMES-VN shall be to provide forums for the presentation of scientific papers, conduct elections of Trustees, and any other business brought before the membership by the Board of Trustees.
3.02 SPECIAL MEETINGS Special meetings of members may be called by the Board of Trustees for the times and places that it may designate. In addition, special meetings may be convened by the members entitled to cast ten percent (10%) of the total number of votes eligible to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the place, date, and hour, which shall not be less than two (2) nor more than three (3) months from the date of such written demand. The Treasurer, upon receiving the written demand, shall promptly give notice of such meeting, or if s/he fails to do so within five (5) business days thereafter, any members signing such demand may give notice.
3.03 NOTICE OF MEETINGS Notices of meetings of the members shall be delivered to all voting members at their addresses as they appear in the membership records of BMES-VN and shall be given not less than ten (10) nor more than fifty (50) days prior to the date set for the meeting. Such notice shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose or purposes for which the meeting is called.
3.04 QUORUM 51% of members entitled to cast, either in person or represented by proxy, shall constitute a quorum at any meeting of the members of BMES-VN.
3.05 VOTE If a quorum is present, a majority of the members present, in person or by ballot proxy, shall be required to constitute action by the voting members on any matter.
ARTICLE 4.00 BOARD OF TRUSTEES
4.01 AUTHORITY The Board of Trustees shall manage the affairs of BMES-VN and be responsible for setting policy related to the business and affairs of BMES-VN. The Board of Trustees shall have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all of its advisory councils, standing and special committees, and representatives to professional and governmental organizations, agents, and employees; and no action or policy shall be action or policy of BMES-VN unless and until it is adopted, ratified, or approved by the Board of Trustees or the Executive Committee.
4.02 COMPOSITION OF THE BOARD OF TRUSTEES The members of the Board of Trustees shall be comprised of the President, President-Elect, Immediate Past-President and Executive Vice President. The aforementioned members shall have voting privileges.
4.03 ELECTION
(a) Nomination of Trustees BME-VN will issue an open call for nominations to the voting members for the Trustee's term. One of the candidates will be elected as the Successor Trustee the following year by an online electronic election prior to the meeting at the biennial Meeting.
(b) Election of Trustees The trustee members except the President for the next term will be voted by the current Trustee board.
(c) Ballots For the election, BMES-VN shall prepare an voting ballot, in the form of a revocable proxy, containing the nominations, and shall transmit one proxy ballot to each voting member whose turn it is to elect a Successor Trustee. The voting ballot shall be sent to each such member's last recorded e-mail address (according to BMES-VN records), not less than thirty (30) days prior to the biennial Meeting of BMES-VN. Each voting member of such shall have the option to vote online prior to the biennial Meeting or by the end of the first day of the biennial Meeting. At the end of the first day of the biennial Meeting the total number of online votes shall be counted and the winners shall be announced as soon as practicable.
4.04 TERM OF OFFICE The elected Trustee shall assume their responsibilities immediately following their election at the biennial Meeting. The Trustees shall each be elected for a term of five (5) years, and terms shall be staggered so that not more than an approximately equal number of terms shall ordinarily expire each year. Each Trustee shall hold office until the expiration of the term for which he or she is elected, or until a successor is elected. No Trustee member shall be permitted to be elected to a third consecutive five (5) year term of office for the same position.
4.05 VACANCIES A vacancy of an elected Trustee, whether occurring by reason of death, resignation, or otherwise, shall be filled by a vote of the voting members with the Trustee vacancy to fill the vacancy for the unexpired term that remains. If a vacancy remains unfilled for six months after it occurs, and a quorum of the Board cannot be obtained, the remaining Trustees, or a majority of them, may appoint a Trustee to fill such vacancy.
ARTICLE 5.00 PROCEEDINGS
5.01 MEETINGS A biennial meeting of the Board of Trustees shall be held at a date, time and place fixed by the Board of Trustees and may, but need not, be held concurrently with a biennial Meeting of BMES-VN. The Board of Trustees may hold other regular or special meetings at a place, date, and hour to be fixed by the Board of Trustees or its Executive Committee. The President shall be Chairman of the Board of Trustees.
5.02 NOTICE Notice of the place, date, and hour of each biennial meeting, regular or special meeting of the Board of Trustees shall be given to each Trustee prior to the meeting. The matters to be discussed and voted upon at any duly-called meeting of the Board of Trustees shall not be limited to those set forth in the notice of the meeting.
5.03 QUORUM Except as otherwise required by the Certificate of Incorporation, these Bylaws, or Vietnam law, a majority of the entire voting members of the Board of Trustees shall constitute a quorum for the transaction of business. In the absence of the Chairman or Executive Vice President, the quorum may choose a temporary replacement from the Trustees in attendance to lead the meeting of the Board. Members of the Board of Trustees and its Executive Committee without voting privileges shall not be counted in the computation of a quorum hereunder.
5.04 MANNER OF ACTING A majority vote of the Trustees present and voting at a meeting at which a quorum is present shall be necessary to adopt any corporate action taken by the Board of Trustees, except as otherwise provided by the laws of Vietnam, the Certificate of Incorporation of BMES-VN, or these Bylaws. Members of the Board of Trustees and its Executive Committee without voting privileges shall not be counted in the computation of any vote.
5.05 WRITTEN ACTION Any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if all voting members of the Board or committee consent in writing (including by e-mail or other electronic method) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. The same written action need not be signed by all the Trustees and each may sign a separate counterpart of the written action.
5.06 ELECTRONIC COMMUNICATION Any one or more members of the Board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment or electronic screen communication (i.e., Skype) allowing all persons participating in the meeting to hear simultaneously each other during the conversation. Participation by such means shall constitute presence in person at a meeting.
5.07 COMPENSATION No Trustee shall receive any salary or other form of compensation from BMES-VN in his or her capacity as a Trustee; provided, however, any Trustee may receive a stipend, a per diem and/or reimbursement for expenses in the performance of BMES-VN duties, at the discretion of the Board of Trustees.
ARTICLE 6.00 COMMITTEES OF THE BOARD OF TRUSTEES
6.01 STANDING COMMITTEE(S) OF THE BOARD of Trustees shall be appointed by resolution adopted by a majority of the entire voting members of the Board of Trustees consisting of only members of the Board.
6.02 EXECUTIVE COMMITTEE There shall be an Executive Committee of the Board of Trustees to consist of the President, Immediate Past President, President-elect, and Executive Vice President from the Board of Trustees and Secretary and Treasurer to serve from the time of the officer election through the next biennial Meeting of BMES-VN. The Executive Vice President to manage the staff including Secretary and Treasurer and day-to-day business affairs of BMES-VN as deemed by the Board of Trustees. The Executive Committee shall meet at such times and places as designated by the President or by a majority of the Executive Committee if the President has not so designated. A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee. The Executive Committee shall have and may exercise all of the authority of the Board of Trustees, or such lesser authority as may be set forth by resolution, providing, however, that the Executive Committee shall have no authority as to the following matters: (1) the submission to the membership of any action requiring membership approval under the laws of Vietnam; (2) the filling of vacancies on the Board of Trustees or on any committee; (3) the fixing of compensation of the Trustees for serving on the Board or on any committee; (4) the amendment or repeal of the Bylaws or the adoption of new Bylaws; (5) the amendment or repeal of any resolution of the Board which by its terms shall not be so amenable or repealable; (6) the election, appointment or removal of members of any committee or any Officer or Trustee of BMES-VN; (7) the amendment or restatement of the Certificate of Incorporation of BMES-VN; (8) the adoption of a plan of merger or consolidation with any other corporation; (9) the authorization of the sale, lease, exchange or mortgage of substantially all of the property and assets of BMES-VN; (10) the authorization of the voluntary dissolution of BMES-VN or the revocation of the proceedings therefore; (11) the adoption of a plan for the distribution of assets of BMES-VN. The designation of an Executive Committee by these Bylaws and the delegation thereto of certain authority shall not alone relieve any Trustee of his duty to BMES-VN under law.
6.03 BIENNIAL MEETING PROGRAM COMMITTEE The executive committee board will select a biennial Meeting Program Committee member from a list of BMES-VN voting members (Regular or Life Members). Delinquent members or non-members are ineligible for election to the biennial Meeting Program Committee. Ordinarily, members of the Committee will serve staggered terms of one (1) or two (2) years, with the most senior member or members serving as Chair or Chairs. The Annual Meeting Program Committee, chaired by the Executive Vice President, shall arrange the scientific sessions to consist principally or exclusively of papers selected from among abstracts submitted for consideration, as well as arrange any special symposia or sessions combined with other scientific sections, in keeping with the procedures and regulations established by the Board of Trustees. Members of the Annual Meeting Program Committee shall arrange for a moderator for each scientific session.
6.04 OTHER COMMITTEES The Board of Trustees may establish and appoint other committees of the Board of Trustees and confer upon them all duties and authority deemed necessary and appropriate. Committees, other than committees of the Board, whether created by the Board or by the members, shall be committees of BMES-VN and shall have no authority to bind the Board of Trustees.
ARTICLE 7.00 OFFICERS
7.01 APPOINTED OFFICERS OF BMES-VN shall be:
President
President-elect
Immediate Past President
Executive Vice President
7.02 APPOINTMENT At each biennial meeting of the Board of Trustees the members of the Board shall appoint, by majority vote of the Board of Trustees, from the most senior (those Trustees beginning the fourth year of a five-(5) year term) Trustees, one member to serve as President-Elect until the conclusion of the next biennial Meeting of BMES-VN. The President-Elect shall succeed the outgoing President, respectively, without further action by the membership of BMES-VN or the Board of Trustees, immediately upon adjournment of the next biennial Meeting of BMES-VN, or until his or her respective successor has been appointed and qualified.
7.03 THE PRESIDENT shall be the Chairman of the Board of Trustees and Executive Committee; shall be a member ex officio of all committees of BMES-VN; shall be one of the Officers authorized to execute on behalf of BMES-VN all instruments authorized by the Board of Trustees and sign checks, drafts and contracts of BMES-VN; shall work with the Executive Vice President to ensure that basic BMES-VN 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 and as may be conferred upon him or her from time to time by the Board of Trustees.
7.04 THE IMMEDIATE PAST PRESIDENT shall, immediately following his or her term of office as President, serve on the Board of Trustees and Executive Committee for one additional year with full voting privileges.
7.05 THE PRESIDENT-ELECT shall automatically become President of BMES-VN upon expiration of the President's term; shall in the absence or disability of both the President have and perform the duties and responsibilities of the President; and shall be a member ex officio of all committees of BMES-VN.
7.06 THE EXECUTIVE VICE PRESIDENT is a member of the Board of Trustees. The EVP serves as the primary point of contact between the Board of Trustee and Executive committee for all operational activities. The EVP serves as Chair of the BMES-VN biennial Meeting Program Committee; shall be a member ex officio of all committees of BMES-VN and shall have all other powers, duties, responsibilities, and authority that the Board of Trustees may determine.
7.07 OFFICER VACANCIES Except as specifically provided in these Bylaws, a vacancy for an Officer appointed by the Board of Trustees shall be filled by appointment at the next meeting of the Board of Trustees. For elected offices, a vacancy shall be filled by nomination and election at the next biennial Meeting of BMES-VN in the manner set forth by these Bylaws. Interim vacancies will be appointed by a majority vote of the Board.
ARTICLE 8.00 MISCELLANEOUS
8.01 INDEMNIFICATION BMES-VN shall indemnify each Trustee, Officer, committee member, representative, employee and agent, his or her heirs, executors and legal representatives in such circumstances and to the fullest extent permitted by laws Vietnam, as those laws exist from time to time, in connection with Board approved actions, and the Board of Trustees may purchase and maintain insurance to indemnify BMES-VN, its Trustees, Officers, committee members, representatives to other organizations, employees and agents against the financial obligation in such circumstances and to the fullest extent permitted by the laws of Vietnam. The Board of Trustees may make advances, to the extent permitted by the laws of Vietnam, against financial obligations. For this purpose, "financial obligations" shall include attorney's fees, judgments, fines, amounts paid in settlement and amounts otherwise reasonably incurred.
8.02 PROCEDURAL RULES AND ADMINISTRATIVE GUIDELINES BMES-VN, its Board of Trustees, Executive Committee and all committees of BMES-VN may adopt such Special Standing and Procedural Rules, Administrative Guidelines and Resolutions as may be necessary to implement the purposes set forth in the Certificate of Incorporation and Bylaws. These Rules, Guidelines and Resolutions may not be in conflict with the Certificate of Incorporation and Bylaws. Such Rules, Guidelines and Resolutions may be adopted by a majority vote without previous notice and they may be suspended, amended or rescinded whenever the best interests of BMES-VN shall be served by such action; however, to suspend, amend, or rescind requires a two-thirds (2/3) vote unless previous notice has been given in which case only a majority vote shall be required for such action.
ARTICLE 9.00 AMENDMENTS
9.01 These Bylaws may be amended by a majority vote of the persons present and voting at any regular or special meeting either of the Board of Trustees or of BMES-VN's voting members, provided that notice of the proposed amendment has been stated in the notice of the meeting. Any Bylaw adopted or amended by the Board may be amended or rescinded by the voting members.
9.02 The Board of Trustees shall not have the authority to adopt or amend any Bylaw which reduces the rights or privileges of any member or class of members in BMES-VN, or which increases the responsibilities or obligations of any member or class of members in BMES-VN, except that this limitation on the Board's right to adopt or amend Bylaws shall specifically not be construed to restrict the Board's right to adopt or amend Bylaws which alter the procedures to be followed by members in exercising any of their rights, privileges, duties or obligations.
