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NSGO Bylaws

 

Amendment Oslo 6 March 2020nsgo_logo2

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1. Name and Domicile

1.1. The name of the Society is: Nordic Society of
Gynaecological Oncology (NSGO) here in after referred to as either
“NSGO” or “The Society”. The official language of the
Society is English.

1.2. Address of Society: NSGO – Clinical Trial Unit,
Rigshospitalet, Copenhagen University Hospital, Department of Oncology 9431, Blegdamsvej
9, DK-2100 Copenhagen, Denmark. The Society is registered in Denmark.

1.3. The NSGO Board may establish offices outside of Denmark. Such
offices shall report directly to the NSGO Board.

 

2. Mission

2.1. NSGO is a non-political, non-profit society. The mission of NSGO is:

2.1.1. To be a Nordic platform for individual
professionals dedicated to the care of women with gynaecological cancer.

2.1.2. To work for improvements in the practice of
prevention, diagnosis, treatment, and follow up of gynaecological cancer.

2.1.3. To promote and support basic and clinical
research.

2.1.4. To promote education and training in
gynaecological oncology in all its aspects.

2.1.5. To promote and support Nordic and international
exchange, and friendship among professionals and societies active in
gynaecologic oncology.

 

2.2. As means to fulfil this mission the Society
shall:

2.2.1. Promote and conduct collaborative clinical
trials, regarding gynaecological cancer.

2.2.2. Organize and coordinate conferences, meetings
and collaborative activities.

2.2.3. Set Nordic Standards of Care for women with
gynaecological cancer.

2.2.4. Set Nordic Guidelines for professional
education and training in gynaecological oncology.

2.2.5. Establish co-operation and relationships with
other international, national and regional organisations in this field.

 

3. Membership

3.1. Full Membership is open to any individual in a
Nordic country, who is professionally or scientifically active in the field of
gynaecological cancer, and whose application for membership has been approved
by the NSGO Board. The employees of the pharmaceutical industry can not be
members.

3.2. The Society grants associate membership to
individuals who do not meet the geographic criteria given in item 3.1. An
associate member does not hold voting privileges.

3.3. Application for membership is sent to the
Board. A list of new members should be sent out with the call for the General
Assembly. Membership is activated when accepted by the NS
GO Board.

3.4. The Society has to keep a member registry. It is
the member’s own responsibility to provide correct information about address,
e-mail and telephone number.

3.5. Resignation from the Society is announced by the
member to the NSGO Office. Membership will automatically be terminated after a
reminder has been sent out if the annual membership fee has not been paid for
two years.

3.6. Membership can be suspended if a member has done
harm to the interests of the Society. Decision of suspension is made by the
General Assembly after recommendation from the Board. A member, who has been
suspended, can reapply for membership via the General Assembly.

 

4. The General Assembly

4.1. The General Assembly is constituted by all
members, and shall be the supreme governing body of the Society. The General
Assembly shall meet at least once a year. Only full members present at the
meeting have the right to vote. The General Assembly must be finally called,
and the agenda for the General Assembly must be notified to the members by the
President at least 2 weeks prior to the meeting by e-mail.

4.2. Proposals for the General Assembly should have
been received by the NSGO Office at least 4 weeks before the meeting. The first
call to the General Assembly must be sent out by e-mail at least 6 weeks in
advance.

4.3. The agenda for the General Assembly should
include: 1. Opening of the meeting. 2. Election of chairman of the meeting. 3.
Inquiry whether the call has been done in due order, according to bylaws. 4.
Election of meeting secretary. 5. Election of two persons besides the chairman to
check the minutes. 6. The Presidents annual report. 7. The Treasurers annual
report of accountancy and final accounts. The accountants report. 8. Inquiry of
adoption of the accounts and the report, and discharge of liability of the
Board for the year. 9. The Presidents report of planned activities. 10.
Presentation of a Budget for the coming year. 11. Approval of the Budget and
determination of the annual membership fee. 12.
Approval
of election of new NSGO Board members 13. Approval
of election of President Elect. 14.
Installation of new President. 15. Election of accountants. 16. Election of
nominating committee. 17. Other questions. 18. Closure of the meeting.

4.4. All matters at the General Assembly are decided
by majority voting, if not dictated otherwise in the bylaws. The written and
signed minutes of the General Assembly should be sent to the members by e-mail within
two months from the meeting, and kept safe.

4.5. An Extra Ordinary General Assembly can be called
by the Board, or if there is a written request, supported by at least 10% of
the members for such an action.

 

5. Bylaws Amendments

5.1. Proposals for amendments to the bylaws of the Society
must be submitted in writing to the President not later than 3 months prior to
the General Assembly. Such proposals must be included as an item on the Agenda
and should be available to the members two (2) weeks before the General
Assembly.

5.2. Adoption of amendments shall require the approval
of not less than two-thirds (2/3) of full members present at the General
Assembly.

 

6. The Executive Board, the President and President Elect / Vice President

6.1. The affairs of The Society shall be governed by
an Executive Board (hereafter called “the Board”) who shall act in its own best
judgment and discretion to carry out the general Mission of The Society as
governed by the Bylaws, established Policies, Procedures, General Assembly
decisions and applicable law.

6.2. The Board shall institute standing and ad-hoc
committees as required to conduct the business of the Society.

6.3. The Board shall consist of fourteen (14) Board
members with at least two (2) representatives from each of the five Nordic
Countries, a President and a Vice President.

6.4. The term of office for the elected Board members
is two (2) years. Board members can be reelected for one additional 2-year
term.

6.5. Nomination of Board candidates.

6.5.1 A Nominating Committee is appointed by
the preceding General Assembly. The Nominating Committee requests written
(by
e-mail) member proposals of candidates for the Board,
and contacts the potential candidates to get their consent.
The
Nominating Committee thereafter prepares a list including all proposed
candidates to the Board. The list is sent to the Board before December 1st,
the year before the elections.

6.5.2 The list of candidates for the Board is presented on the NSGO web site,
and is also sent out to the members by e-mail at latest by January 5, the year
of election.

6.6. Election of New Board
Members

6.6.1 New members of
the Board are elected by an online internet voting procedure via a password
protected voting template on the NSGO web site. The web site should be open for
online voting during at least 4 weeks, with beginning in the second week in
January the actual year. The whole online voting procedure including any
repetitive voting should be completed before March 1st.

6.6.2 The received votes should be formally counted
under supervision by a voting committee, composed of the two past Presidents.
From each Nordic Country the two (2) candidates receiving most votes are
elected. If two candidates get equal number of votes, an additional election
round between the two, have to be carried out online, during at least 2 weeks.
This second round should also be completed before March 1st.

6.6.3 – The result of the election should be announced
at, and the voting process should be officially approved by the General
Assembly

6.7. The Society should always have a President, who
presides over the Board and Board Meetings, and who is the legal representative
of the Society in all matters.
The Society should also
have a President Elect serving as Vice President. It is recommended that
President Elect should not represent the same country as President represents.

6.8  Election of President Elect.

6.8.1 A President Elect shall be elected by an online internet
voting procedure via a password protected voting template on the NSGO web site,
following the same procedures and time schedule as the Board elections, defined
above.

6.8.2 The result of the
election should be announced at, and officially approved by the

General Assembly.

 

6.9. The President Elect shall serve as Vice
President. The term of office of the Vice President is three

(3) years.

6.10. After three years term of office as Vice
President, the President Elect shall be automatically installed as President.
The term of office of the President should be three (3) years, with no direct
re-election. The President can be re-elected once at a later occasion according
to the procedure above.

6.11. Three years before the resignation of the
President, a new President Elect should be elected.

6.12. Nomination of President Candidates.

6.12.1 The Nominating Committee requests written (by
e-mail) member proposals of Candidates for President Elect, and contacts the
potential candidates to get their consent. The Nominating Committee thereafter
prepares a list including all proposed President Elect candidates. The list is
sent to the Board before December 1st, the year before the election.
The list of candidates for President Elect is presented on the NSGO web site,
and is also sent out to the members by e-mail at latest by January 5, the year
of election.

6.12.2 The result of the election should be announced
at, and the voting process should be officially approved by the General
Assembly.

 

6.13. Authority. Actions of the board shall be
considered taken upon majority approval of the voting

ordinary members of the Board at a meeting. In the
case of a vacancy in the office of the President, the Vice President shall
assume this office and shall serve for the unexpired term of the President.
Decisions are taken by simple majority of the votes, on condition that a minimum
of four (4) Board members are present. Whenever a vote ends undecided, the President
has the casting vote.

6.14. The Board has the obligation to create written
minutes and decision protocols from Board meetings, and to keep them safe and
available for NSGO members and accountants.

6.15. The Board constitutes itself with Secretary,
Treasurer and decides it’s own agenda.

6.16. Any elected Board member may be removed from
office at any time by a majority of at least ten (10) voting members of the
Board whenever in its judgment the best interest of The Society will be served.

 

7. Economy. Accountancy. Review

7.1. The financial year shall be closed every year on 31 December. The
Board has the obligation to submit every year the accounts of the past
financial year and the budget for the coming year for approval to the General
Assembly.

7.2. The Society’s resources include annual membership fees and other
incomes to the extent that can be achieved.

7.3. All members shall pay annual membership fees fixed by the General
Assembly. Fees shall be paid to NSGO immediately upon election as a member of
the Society, and thereafter as part of registration for NSGO Annual meeting or before
1 February every year.

7.4. The activities of the Board and the accounts and financial status
of the Society shall be subject to annual audit by two accountants appointed by
the General Assembly. The accountants are elected for one year. They can be
re-elected.

7.5. An review of the Society’s accounts and finances shall also be made
annually by a certified public accountant. It will be presented to the NSGO
Board, and a copy will be made available upon request to any member of the
Society.

7.6. Profit and excess amounts of the Society shall be used according to
the mission of NSGO, or be placed at an NSGO account.

7.7. The assets of NSGO shall be kept at an account with annual interest
rate.

 

8. Authorized Signature. Liability.

8.1. The Society is validly represented in all matters or transactions
by the signature of the President, who is responsible to the Board.

8.2. The Treasurer or the Executive Administrator will be allowed the
autonomous decision in economical transactions up to a certain limit. The
extent of this responsibility will be determined by the Board.

8.3. The Board can assign individual or collective commission to defined
Board members.

8.4. The liabilities and obligations of the Society may be enforced
against its assets only, and no member shall have any individual liability for
any liabilities or obligations of the Society. A member’s liability vis-à-vis
the Society is limited to the membership fees fixed by the General Assembly.

 

9. Existence of Conflict.

9.1. Disclosure. A conflict of interest may exist when the direct,
personal, financial interest of any Board member competes with, is adverse to,
or diverges from the interests of The Society. If any such conflict of interest
arises with regard to a matter requiring action by the Board, or if a member
retains a significant financial interest, which may reasonably appear to be
affected by an action of Board, then the interested party shall disclose such
interest to the Board.

9.2. The Board shall determine if any such conflict exists and, in
particular, the Board shall determine the specific interests of The Society at
issue. The Board shall not deem a conflict of interest to exist, if standing
alone, a Board member also serves as a director, officer or member of a
non-profit or charitable organization, which solicits or receives funds from institutions
or individuals from which The Society also solicits and receives funds.

9.3. Non-participation in Vote. If the Board determines that a member
has a conflict of interest with respect to a certain action, hereinafter
referred to as “Conflicted Member”, then the Conflicted Member shall
not vote on or participate in the final deliberation or decision regarding the
matter under consideration. The Conflicted Member, in addition, shall not be present
during such deliberation, discussion or vote, unless requested by the Board to discuss,
prior to the Board’s deliberation, any relevant information.

9.4. The minutes of meetings of the Board shall reflect that the
conflict was disclosed. Also, minutes shall indicate that the Conflicted Member
was not present during the final discussion or vote on a particular matter and
that he did not participate in deliberations or vote on such action or issue.

 

10. Reimbursement.

10.1. Members of the Board and other officers of the Society are
expected to act on a voluntary basis, having their expenses related to NSGO
activities reimbursed.

10.2. Additional reimbursement can be granted in case of extraordinary
commitments for special tasks. Any person may be paid such compensation for
services rendered to The Society in his/her capacity as a member of the Board,
or officer, employee or otherwise, as the Board shall deem reasonable.

10.3. Such compensation may preferably be claimed and approved by the
Board in advance.

 

11. Dissolution of NSGO.

11.1. The Society shall be dissolved if a resolution to this effect is
supported by not less than two thirds of the members present and voting at the
annual or an extra General Assembly. If the majority but less than two thirds
(2/3) of the present members at the General Assembly vote for dissolution of
the Society, the proposal should be sent out by mail for a postal ballot voting
procedure.

11.2. Proposals of dissolution of NSGO must be submitted in writing to
the Board not later than three (3) months prior to the General Assembly. A
proposal from the board for such a resolution should be sent out to the members
with the Call to the General Assembly at least two (2) weeks before the
meeting.

11.3. Any assets remaining after the satisfaction of all debts and
liabilities shall not be paid to, or distributed among the members of the
Society, but shall be turned over to one or more non-profit corporations, funds
or foundations engaged in medical research devoted to gynaecological cancer, to
be designated by a majority of the Board holding office at the time of
dissolution.

 

 

 

 

Oslo 6 March 2020 

 

 

Annika Auranen                   Caroline Lundgren                                        Ingvild Vistas
President                              Chairman General Assembly                       Secretary General Assembly