ARTICLE I--NAME OF ASSOCIATION
The name of this Association shall be the FOUNDATION FOR FOCUSED ULTRASOUND RESEARCH
ARTICLE II--PURPOSES AND LIMITATIONS
Section 1 - Purposes
The purposes of this Association shall be those purposes as set forth in the association's Articles of Association and to:
1. Encourage and promote a professional collaborations and information exchange in the field of Therapeutic Focused Ultrasound, Focused Ultrasound Surgery (FUS), High Intensity Focused Ultrasound (HIFU), and focused ultrasound imaging.
2. Promote and develop education in the field focused ultrasound. To disseminate information in the field of focused ultrasound, and to cooperate with educational institutions in the advancement of the science of focused ultrasound applied to medicine.
3. Provide the necessary organization and leadership to host international meetings pertaining to both therapeutic and diagnostic ultrasound in order to facilitate the exchange of information and experience among scientists, clinical professionals and students, so as to advance and benefit the field of Focused Ultrasound.
5. Provide cooperation in achieving the objectives of major relevant international societies including, but not necessarily limited to, the INTERNATIONAL SOCIETY OF THERAPUTIC ULTRASOUND (ISTU).
6. Assist in carrying out scientific meetings, and talks, and symposia both formal in informal. This includes, but is not limited to, hosting of the International Symposium on Therapeutic Ultrasound (ISTU).
Section 2 - Non-profit Organization
This Association is a nonprofit organization and is not organized for pecuniary benefit and shall not declare or distribute dividends.
Section 3 - Limitations
The limitations of this Association shall be those limitations as set forth in the Articles of Association of the FOUNDATION FOR FOCUSED ULTRASOUND RESEARCH.
1. The Association shall not undertake any action or practices which would cause it no longer to be eligible for exemption from the payment of federal income taxes as a tax exempt organization within the meaning of section 501(c)(3) of The Internal Revenue Code of 1954 as amended, or the corresponding provisions of any future United States revenue law.
2. The Association shall be non-racial, non-partisan, non-sectarian and shall abstain from any political or labor affiliation or endorsements for public office.
3. Association will serve as an unincorporated organization and will thereby not start legal actions, borrow money, enter into contracts in its own name, or hold property. As dictated by Article III.6 of the Articles of Association.
ARTICLE III--ORGANIZATION
This Association is chartered under a Head Director, and a Board of Directors, limited to three individuals. The Head Director, and all other Board Members will provide services strictly on a volunteer basis.
The Association reserves the right include general membership, although presently does not have voting members beyond the Board of Directors. All activities of the association will be performed under Members of ORGANIZING COMMITTEES, who will be organized on a temporary basis to undertake a specific task of the Association (e.g. organize a symposium). Committees will consist of volunteer professionals in the field of focused ultrasound drawn by nomination, or self-nomination from medicine, academia and industry. Members of the Board of Directors may participate in activities and organizing committees, but may not server as Committee Chairperson.
ARTICLE IV--MEMBERSHIP
Section 1 - General Membership
The Association at present does not have general membership, and shall neither require “Application for Membership” nor shall it collect any form of dues. Rather, it shall carry out its mission in the form of all-volunteer Organizing Committees, drawn from the professional community and other persons with interest in advancing Focused Ultrasound.
Section 2 – Organizing Committees
Organizing Committees shall be open to professionals, students, and nonprofessional interested persons who wish to assist in advancement of Focused Ultrasound. Committee Members shall not receive compensation in any form for their assistance. Larger Committees may have a CHAIRPERSON who will be appointed by the Board of Directors to oversee a specific activity.
Section 3 - Suspension or Termination of Committee Members
The Board of Directors, by unanimous vote, shall have the power to suspend or expel from a Committee any member for conduct considered to be contrary to the best interests of a Committee and the Association. Such action shall be taken only after due notice, in writing, has been given to the committee member in question.
ARTICLE V--MEETINGS
Section 1 - Annual Business
An annual Association General Meeting (AGM) for the election of the Association Director and members of the Board of Directors and for the transaction of other business relative to the affairs of the Association shall be held once each year. The Association shall send notice of the annual meeting to each of Organizing Committee Member over the past year, giving at least five days advance notice of the meeting.
Section 2 - Board of Directors
The Board of Directors shall meet at least as often as the Annual General meetings and at other times as required or called by the Association Director.
Section 3 – Organizing Committee Meetings
Organizing Committee meetings may be held at any time, and do not require authorization of the Board of Directors. Committee Meetings may occur on a scheduled basis, ad-hoc, or by written request of any of the Committee membership, providing that a Committee Secretary shall send notice of the meeting to all members of the Committee and the Board of Directors, at least seven days in advance of the meeting.
ARTICLE VI--GOVERNING BODY
Section 1 - Board of Directors
The management of this Association shall be vested in its Board of Directors.
1. The Board of Directors shall consist of a minimum of three persons and a maximum of seven persons. The Association Director is automatically a member of the Board of Directors and shall be counted within the allowable limits stated above.
2. Beginning in 2006, the Board of Directors shall be elected prior to the end of the Association fiscal year by members of any of the past year’s Committees. A Board Member shall serve for a term of one year and until his or her successor is elected. There are no term limits. Newly elected Board Members shall take office on the first day of the new fiscal year.
3. The Board of Directors shall manage the affairs and assets of the Association. A majority of the Board members present at a duly called meeting with a quorum present shall approve all expenditures, but never more than available funds. In case of the dissolution of the chapter, the Board shall distribute the assets of the Chapter to another tax-exempt organization selected by the Board of Directors.
Section 2 - Vacancies
In the event of a vacancy on the Board of Directors the remaining members of the Board of Directors shall fill each vacancy until the next annual election.
ARTICLE VII--ASSOCIATION DIRECTOR
Section 1 - Association Director Selection
1. The Association Director shall be elected by the Board of Directors for an initial term of one year and may be reelected without term limit.
2. If an Association Director ceases to qualify as determined by a unanimous by other board members, his or her Association Directorship shall automatically be terminated. In the absence of the Association Director, any required endorsement will be permitted by the joint signatures of any two Board Members.
Section 2 - Association Observer
The Association Observer must be a Committee Member and may be appointed by the Board of Directors for an initial term of one year and may be reappointed for additional terms. The Association Observer is encouraged to attend all meetings of the Board of Directors in observing capacity and report freely to any Committee Member. The Association Observer shall not be a voting member of the Board of Directors.
ARTICLE VIII—TREASURER AND SECRETARY
Section 1 - Duties of the Treasurer
The Treasurer shall receive and disburse the funds of the Association, and shall keep and preserve proper vouchers and books of accounts, which shall be open to inspection by the Board of Directors and subject to audit at any time by the Audit and Finance Committee. The Treasurer shall deposit Association funds in such banks as may be approved by the Board of Directors and shall disburse money only for approved investments or for approved vouchers. All checks drawn upon the funds of the Association shall be signed either by the Director, the Treasurer, the Secretary or a Committee Chairperson. The Treasurer shall submit a monthly financial report to the Board of Directors, and an annual report to all Committee Members. The Treasurer shall prepare the required tax forms to the IRS and summarize the tax return in a report to the Board of Directors.
Section 2 - Duties of the Secretary
The Secretary shall take the minutes and record attendance of all Board of Directors meetings. All Association records, except financial and committee records, shall be under the control of the Secretary.
ARTICLE IX -- ACQUISITION AND MANAGEMENT OF PROPERTY AND FUNDS
Section 1 - Management of Assets
The Association shall not acquire property in any form.
Section 2 - Funds
Funds may be raised in any manner approved by the Board of Directors, other than the collection of dues.
Such funds as are necessary to defray the expenses of the operation or the activities of the Association shall be approved and transferred by the proper officers to an operating account or to such other fund accounts as the Board of Directors shall from time to time deem advisable to establish.
Section 3 - Association Dues
The Association shall not collect Dues in any form.
Section 8 - Fiscal Year
The Association's fiscal year shall begin on January 1 and end on December 31.
Section 9 - Liabilities
The Board of Directors shall have no power to assume liabilities in behalf of the Association for an amount in excess of the current funds of the Association.
The Association shall never pay, assume or become responsible for the personal or unapproved debts or liabilities of any individual Board Member or Organizing Committee Member.
ARTICLE X--STANDING RULES
Section 1 - Establishment of Rules
The Board of Directors may formulate Standing Rules to supplement these Bylaws, so long as they are not inconsistent with these Bylaws and with Association Bylaws.
Section 2 - Procedure and Approval
Standing Rules of Order may be adopted, suspended, amended or rescinded by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of said Board of Directors. Notice of a proposal of a change in the Standing Rules of Order shall be given at least five days prior to such regular or special meeting of the Association Board of Directors.
ARTICLE XI--RECORDS
The Association shall keep correct and complete books and records of accounts and shall also keep minutes of regular and special meetings of its Board of Directors and committees having any of the authority of the Board of Directors, and the Secretary shall keep a record of the members entitled to vote. All books and records of the Association may be inspected by any member, or his/her agent, for any legitimate purpose at any reasonable time upon proper notification.
ARTICLE XII--QUORUM
Board of Directors
Fifty-one percent (51%) of the Board of Directors, including properly registered proxies, constitutes a quorum for any meeting of the Board of Directors.
ARTICLE XIII--RULES OF ORDER
Rules contained in "Robert's Rules of Order, Revised" most recent edition, shall govern this Association in all cases to which they are applicable, provided they are not inconsistent with the Bylaws and Standing Rules of this Association.
ARTICLE XVI--BYLAW AMENDMENTS
Section 1 - Initial Submission
Proposed amendments to these Bylaws may be submitted in writing to the Secretary by any member of the Board of Directors. The Secretary shall notify all Directors prior to the next board meeting.
Section 2 - Procedure
Any proposed amendment must be submitted to the Board of Directors at least 30 days in advance of any annual or special meeting. If approved a copy of the proposed amendment shall be sent to each Board Member, and each of the past year’s Organizing Committee Members at least seven days in advance of the meeting at which any amendment is to be submitted to a vote.
Section 3 - Approval
Amendments to these Bylaws can be approved at any properly announced business meeting or any special meeting of the Board of Directors by a two thirds vote of the members, providing a quorum is in attendance.
Adopted by the Association Board of Directors January 29, 2005
