ESCRS Bye Laws
1.1 The name of the Society is the European Society of Cataract and Refractive Surgeons
1.2 The ESCRS is a European scientific society of eye doctors, open to international membership (hereinafter referred to as “the Society”).
1.3 The Society is officially registered in the UK.
1.4 The Society is a legal entity in accordance with and governed by the laws of the UK.
1.5 The main purposes of the Society are:
- To promote education and research in the field of implant and refractive surgery and to advance and promote the study and practice of ophthalmology and research relating thereto and the dissemination of the useful results thereof
- To promote experimental work in the field of intraocular lens implantation and refractive surgery and the dissemination of the useful results thereof
1.6 The central office of the Society is located in Dublin, Ireland.
2.1 The general management of the Society shall be vested in an elected Council.
2.2 The term ‘Council’ may be used interchangeably with the term ‘Board’ and any references to the ‘Board’ by members of the Society should be construed as references to the ‘Council’.
2.3 The Board shall elect an Executive Committee consisting of the President, Secretary and Treasurer, to ensure that the decisions of the Board are implemented. To facilitate the work of the Society, the Executive Committee shall have the right to invite non-members of the Executive Committee to attend its meetings.
3.1 The Society shall have the following categories of membership:
- Vision Scientist
3.2 Full membership is confined to European ophthalmologists. (The WHO definition of European countries is accepted by the Society as its official definition). Only full members have voting rights and may stand for election to the Board.
3.3 Group membership is open to European national societies, and such members are entitled to full member rights, including voting rights.
3.4 Trainee membership is open to residents of any age and doctors under 30 years of age.
3.5 Vision Scientist membership is open to non-MD scientists working in an academic or research setting.
3.6 Honorary members are proposed by the Executive Committee and appointed by the Board.
3.7 The Board shall be entitled to alter its membership categories from time to time in line with the emerging needs of the Society.
4.1 To become a member, applicants should complete a membership form and pay the appropriate subscription fees. In the case of group membership, the national society shall provide the ESCRS with a list of members and the appropriate payment for fees.
4.2 The annual dues may be established by the Finance Committee (as defined at Section 10) and ratified by the Board.
4.3 All dues shall be payable with the membership application. In the event that the dues are outstanding for a period in excess of 60 days, the membership will be automatically terminated in writing. No voting rights shall accrue to any member unless all dues have been paid. After such termination, the member may rejoin the Society only by applying for membership as a new member.
5.1 The Board shall consist of:
- The President
- The Secretary (who must be an elected member of the Board)
- The Treasurer (who must be an elected member of the Board)
- The European Editor of the Journal of Cataract and Refractive Surgery
- 10 ordinary members
- Co-opted members
- The Company Directors
5.2 The President is the legal representative officer of the Society. He is a member of the Board, Chairman of the Executive Committee and the Programme Committee, and a member of the Finance, General Purposes and Education Committees (as defined at Section 10) by virtue of his position as President.
5.2.1 To be elected President of the Society a candidate must be a full member of the Society, but not necessarily a member of the Board. He or she is appointed by the Board for a period of two years which term shall not be renewable. A two-thirds majority is required for this appointment.
5.2.2 The President is elected in the following manner. The Secretary shall seek nominations from the Board for the position of President. A Nominations Committee consisting of the Executive Committee, the Directors, the Immediate Past President and three other elected Board Members shall put forward a candidate for approval by the Board. In the event that this proposal is not accepted, the Nominations Committee shall put forward another candidate. This process shall be repeated until a candidate is put forward and approved by the Board.
5.2.3 The President Elect shall be appointed at least one year before his/her term of office is due to begin. The term of office of the President should run in line with the calendar year.
5.2.4 The Immediate Past President shall remain on the Board for a period of two years.
5.3 The Secretary is the executive officer of the Society and monitors implementation of the decisions of the Board. He or she is a member of the Executive Committee and the Board, Chairman of the General Purposes Committee, and a member of the Finance and Education committees by virtue of his or her appointment as Secretary.
5.3.1 The Secretary is elected every two years from amongst the elected Board members. The vote should be by means of a secret ballot. A Secretary can remain in office for a maximum of eight years. The term of office of the Secretary should run in line with the calendar year.
5.3.2 The Secretary shall co-ordinate the organisation of the Board and the general meetings of the Society.
5.3.3 The Secretary shall chair the General Purposes Committee.
5.3.4 The Secretary shall maintain contact between officers and Members of the Society.
5.3.5 The Secretary shall keep accurate minutes of the Board Meetings and distribute them in good time before each Board meeting.
5.3.6 The Secretary is responsible for notification to members of the AGM in good time before hand and is responsible for the agenda and Secretary’s report.
5.3.7 The Secretary shall organise the Board elections, in line with agreed procedure.
5.4 The Treasurer is the finance officer of the Society and monitors implementation of the financial decisions of the Board. He or she is a member of the Executive Committee and the Board, Chairman of the Finance Committee, and a member of the General Purposes and Education committees by virtue of his or her appointment as Treasurer.
5.4.1 The Treasurer is elected every two years from amongst the elected Board members. The vote should be by means of a secret ballot. A Treasurer can remain in office for a maximum of eight years. The term of office of the Treasurer should run in line with the calendar year.
5.4.2 The Treasurer shall present to the Board the accounts of the Society certified by a Chartered Accountant.
5.4.3 The Treasurer shall chair the Finance Committee.
5.4.4 The Treasurer shall prepare a financial report on the Society for the AGM which shall accompany the Secretary’s report and the agenda.
5.4.5 At the termination of his period of office the Treasurer should hand over all documents in his possession to his successor.
5.5 The European Editor of the Journal of Cataract and Refractive Surgery is proposed by the Executive, in consultation with the existing editor, and approved by the Board. The initial term of office of the Editor is eight years, with the possibility of extending the term for a further eight years, with the agreement of the Board. The European Editor of the JCRS has an automatic right to membership of the Board without election. However, the Editor is not excluded from standing for election.
5.6 The President, Treasurer, Secretary and Editor of the JCRS will be withdrawn from their elected Board position for the time of their holding office. They will now be Board Members ex-officio. The country stipulation rule will not apply to these positions.
5.7 If the Treasurer/Secretary retires from office during the time that he/she was originally elected, he/she shall remain on the Board for the remainder of the original election term and not be included in the country stipulation.
5.8 If the Treasurer/Secretary retires from his or her position at the end of his term on the Board or later, then he/she may serve on the Board for an additional two years as a past officer.
5.9 Only elected members shall have the right to vote at Board Meetings e.g. if the retired President, Treasurer or Secretary is no longer within the elected term then they do not have voting rights.
5.10 As a registered company, the Society will have at least two Directors and Company Secretary. The Directors are appointed by the Board and do not have a fixed term of office. They are replaced in case of resignation.
5.11 Any officer may be removed at any time by a two thirds majority of all the members of the Board.
5.12 Any officer may resign at any time by giving written notice to the Secretary of the Society. Any such resignation shall take effect as at the date of such notice or at any later time specified therein.
6.1 The number of Ordinary Board members shall be ten. All such members shall be elected by members entitled to vote save in respect of membership of the Board by the President, Secretary, Treasurer and Editor who shall automatically be appointed as members of the Board during their officerships.
6.2 Elections to the Board will be held every two years to fill the vacant ordinary member positions. In the interim, such vacant positions may be filled by co-option as defined hereinafter.
6.3 Only current full members may vote in Board elections. Each full member shall have one vote only.
6.4 The Secretary shall arrange that a ballot paper listing all validly nominated candidates should be sent to each member entitled to vote with instructions on the voting procedure. The process shall set out the time limits within which the completed ballot papers should be returned. The process shall not be deemed to be invalid by reason of a member or members not receiving a ballot paper or their returned ballot paper not being received by the Society by the due date.
6.5 Board members shall be elected for a period of four years and may be re-elected for a further period of four years only.
6.6 To be eligible to stand for election candidates must be a full member of the Society for at least the immediate past three consecutive years, and must be nominated by five other full members of the Society and accept that nomination in writing. A candidate may not nominate themselves. A member can only nominate one candidate.
6.7 The Board shall formulate procedures that allow a reasonable opportunity for a proposed nominee to the Board, or a proposed nominee for an office, to communicate to members the proposed nominee’s qualifications and reasons for the proposed nominee’s candidacy.
6.8 No more than one ordinary member of the Board may be from the same country.
6.9 In the event of there not being sufficient nominations to fill the Board’s vacant seats then those validly nominated will be deemed elected. The Board may then seek nominations for the remaining seats.
7.1 The Board may co-opt additional members by a two-thirds majority vote for the following purposes:
- To represent important membership groups which are otherwise not represented.
- To provide skills otherwise not available from the elected Board.
7.2 Co-Opted Board Members will have all rights of elected Board Members with the exception of voting rights at Board Meetings.
7.3 Co-Opted Members shall serve a term of two years and their co-option can be renewed once for an additional two years. The renewal shall be agreed by a two-thirds majority of the Board.
7.4 The European Associate Editor of the Journal of Cataract and Refractive Surgery is proposed by the Executive, in consultation with the existing editor, and approved by the Board. The initial term of office of the European Associate Editor is eight years, with the possibility of extending the term for a further eight years, with the agreement of the Board.
7.5 Time served on the Board as a co-opted member does not count with respect to the rules for elected members. Therefore a co-opted member if elected can then serve two full four year terms as an elected Board member.
7.6 Only members of the Society can be co-opted to the Board.
8.1 A quorum of one half of Board members plus one is required for all Board meetings.
8.2 The Board shall meet at least twice yearly.
8.3 The Board shall vote and make decisions on the basis of 50% plus 1 voting Board member at the Board meeting. If the vote is equally divided, the President shall have the casting vote.
8.4 Any Board member who fails to attend more than two consecutive Board meetings shall be automatically expelled from the Board unless the circumstances are extraordinary, as determined by the President. An expelled Board member will be substituted at the next election or by co-option of the Board.
8.5 Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
9.1 The Society shall have the right to publish a scientific journal, newspaper and other print and electronic materials as approved by the Board.
10.1 The Society shall function through a number of established committees. Committee structure will include:
- Standing Committees
- Ad Hoc Committees
- Special Interest Groups
10.2 The Board shall form the following Standing Committees:
- Finance Committee, which shall be chaired by the Treasurer
- General Purposes Committee, which shall be chaired by the Secretary
- Publications Committee, which shall be chaired by the European Editor of the JCRS
- Programme Committee, which shall be chaired by the President
- Education Committee, which shall be chaired by the immediate past president
- Other Standing Committees, as agreed by the Board
10.3 The Finance Committee shall consist of the Treasurer, President, Secretary and Directors. The remit of the Finance Committee is as follows:
- To oversee the finances of the Society
- To review budgets and present them for Board approval
- To ensure proper financial procedures are followed
- To ensure that the funds of the Society are properly managed
- To develop a business strategy for the Society
- To investigate the establishment and management of a Foundation for charitable donations
10.4 The General Purposes Committee shall consist of the Secretary, President, Treasurer and two current elected Board Members. The remit of the General Purposes Committee is as follows:
- To review the bye-laws of the Society from time to time
- To co-ordinate the review of membership of the committees for approval by the Board
- To oversee elections and other Society procedures
- To monitor, oversee and develop the membership of the Society • To facilitate the decision-making processes of the Board
- To assess the implications of changes in policy as determined by the Board from time to time
10.5 The Publications Committee shall consist of the Medical Editors of Society publications and three Board Members, either elected or co-opted. The remit of the Publications Committee is as follows:
- Responsible for existing Society publications
- Development of new publications
- Development of electronic and online media
10.6 The Programme Committee shall consist of the President and up to 14 other members.The remit of the Programme Committee is as follows:
- Organisation and implementation of scientific programme for Annual Congress and Winter Meeting
- Review and evaluate programme content of Annual Congress and Winter Meeting, and recommend any revisions or innovations • Ensure integrity of scientific content
10.7 The Education Committee shall consist of the Immediate Past President, President, Secretary, Treasurer and eight other members. The remit of the Education Committee is as follows:
- Determine overall strategy for Society’s educational activities
- Establish recognition of courses and educational activities
- Explore and develop e-learning programmes and web conferencing
- Education in developing markets
- Education in Third World
- Address issues such as training standards
- Promote education in research methodologies and good clinical practice
- Make recommendations to Programme Committee in line with agreed strategy
10.8 The Board shall form any Ad Hoc Committees that are deemed necessary. Such committees should have a specific remit and timeframe.
10.9 The remit of Ad Hoc committees will be proposed or amended by the Executive Committee and approved by the Board.
10.10 Chairs of Ad Hoc Committees should, where possible, be members of the Board proposed by the Executive Committee and approved by the Board. The Committee Chairpersons should be reviewed every two years. The maximum term of office of the chair of an Ad Hoc committee is eight years.
10.11 The appointment of Committee Members is subject to the approval of the General Purposes Committee and the Board. The membership of Committees should be reviewed every two years.
10.12 Board Members shall join only one Standing Committee and one Ad Hoc Committee. This rule does not apply to the Executive Committee.
10.12.1 As the Directors have to sit on the Finance Committee, they are exempt from the one Standing Committee rule and may sit on a second Standing Committee.
10.12.2 As the Medical Editors of Society publications should sit on the Publications Committee, they are exempt from the one Standing Committee rule and may sit on a second Standing Committee.
11.1 The Society shall hold at least one annual scientific meeting and any other scientific meetings as deemed appropriate by the Board.
11.2 The President of the Society is the Honorary President of all Congresses or meetings.
12.1 The members of the Society shall meet for an annual general business meeting. This shall be held during the annual scientific congress.
12.2 The AGM shall be convened by the Secretary, as per 5.3.6, and members shall be given at least twenty-one days notice in writing.
13.1 Membership of the Society shall terminate on the occurrence of any of the following events:
- Resignation of a member
- Expiration of the period of membership where such membership has not been renewed
- Failure to pay dues
- Failure by the member to satisfy membership qualifications
- Suspension or expulsion
14.1 The suspension or expulsion of a member shall be decided by a Disciplinary Committee nominated and authorised by the Board to make such a determination that the member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Society. A person whose membership is suspended shall not be a member during the period of suspension.
14.2 The member shall be given 15 days prior written notice and the reasons for the proposed expulsion or suspension. A notice shall be sent by first class certified or registered mail to the member’s last known address as shown on the Society records.
14.3 The Member shall be given an opportunity to be heard either orally or in writing at least 5 days before the effective date of the proposed suspension or expulsion. The hearing shall be held or the written statement considered by the Disciplinary Committee, which has been authorised by the Board to determine whether the suspension or expulsion should take place.
14.4 Any action challenging a suspension or expulsion or termination of membership including a claim alleging defective notice must be commenced within one year of the date of the suspension, expulsion or termination. Such a challenge may be brought by way of appeal on notice to the President who shall establish an Appeals Committee comprising at least three members of the Board, including co-opted members, as may be deemed appropriate and who have had no involvement in relation to the decision to suspend or expel which is under appeal. The Appeals Committee shall receive all written submissions relating to the original decision and arrange for a further hearing to determine whether the decision to suspend or expel should be upheld or dismissed. The decision of the Appeals Committee shall be final and binding.
15.1 New bye-laws may be adopted or the current bye-laws may be amended or appealed by approval of the members in a general meeting provided that any such adoption amendment or repeal shall not be inconsistent with anything contained in the Memorandum and Articles of Association of the Company.