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CONSTITUTION AND BYLAWS

CONSTITUTION
ARTICLE I - Name of the Organisation
The name of this Society shall be the European Underwater & Baromedical Society.

ARTICLE II - Objectives
The objectives of this Society are to advance the science of undersea medicine and related scientific disciplines, including hyperbaric medicine, work in compressed gas, and hyperoxia, and to assist in the promotion of research in these fields and in the publication of the results of such research.
To provide a forum for professional scientific communication among individuals and groups involved in basic and applied studies concerned with medical life sciences and human factors aspects of the hyperbaric and hyperoxic environment.
1. To aid in maintaining co-operation between life sciences and other disciplines concerned with extending hyperbaric activity.
2. To work for improved safety of all operations by advice and educational seminars on the medical and physiological hazards involved.
3. To do all such other things as shall further the objectives of the society.

ARTICLE III - Membership
All members of the European Underwater & Baromedical Society shall be individuals and companies who have demonstrated a clear interest in the medical, life sciences and human factors aspects of the hyperbaric and hyperoxic environment.  Members shall be elected in the manner prescribed in the Bylaws of the European Underwater & Baromedical Society.

ARTICLE IV - Elected Officers
The elected officers of this Society shall be a President, a Vice-President, an honorary Secretary and an honorary Treasurer.  All officers shall be elected every three years as prescribed in the Bylaws to serve for three consecutive years or until their successors are elected.  New officers will assume office at the annual meeting of the Society.  The powers and duties of the elected officers shall be those usually exercised by officers in such positions and any additional powers and duties which may be specified in the Bylaws.

ARTICLE V - Executive Committee
The governing body of the Society shall be an Executive Committee.  The Executive Committee shall consist of the elected officers of the Society, the two most recent past presidents, and three members-at-large elected by the Society as prescribed in the Bylaws to serve in over-lapping three year terms.  The President of the Society shall take the chair of the Executive Committee and the honorary Secretary shall also act as Secretary of the Executive Committee.  The Executive Committee shall represent the Society in the conduct of all scientific and business affairs of the Society subject to the applicable provisions of the Bylaws.

ARTICLE VI - Meetings
The Society shall hold an annual meeting at a time and place to be selected by the Executive Committee.  Other meetings may be convened as the President may specify.

ARTICLE VII - Funds
Funds of the Society shall consist of income derived from annual dues, fees, grants, donations, or other sources.  Annual dues may be levied upon the members of the Society as prescribed in the Bylaws.  The honorary Treasurers shall collect, administer, disburse, record, and report the funds of the Society in accordance with the general direction of the Executive Committee.

ARTICLE VIII - Amendments
Amendments of this Constitution may be proposed by the Executive Committee or by the petition of any twenty (20) members presented to the Executive Committee at least one hundred (100) days before the annual meeting. All amendments so proposed shall be distributed by the honorary Secretary to the membership at least sixty (60) days before the annual meeting with or without the recommendation of the Executive Committee. Voting shall be by postal or secure internet ballot and such ballots must be posted to the Secretary at least thirty (30) days before the annual meeting. The approval of at least three-quarters of the members in good standing of the Society who vote upon the proposed amendment shall be required for its passage. No amendment shall be made to the Constitution which shall cause the Society to cease to be Charity-at-Law.



BYLAWS
RULE I - Nominations and Elections
At least one hundred (100) days in advance of the annual meeting, the Executive Committee shall prepare for approval a slate of nominees for all elected officers of the Society and for replacement of those members-at-large of the Executive Committee whose term of office will end at the annual meeting.  Additional nominations, if sponsored by at least fifteen (15) members, may be made by petition to the honorary Secretary of the Society at least one hundred (100) days in advance of the annual meeting provided that such petition include the name of the nominee, the office for which nominated, and nominee´s written consent to serve if elected, and the signatures of the fifteen (15) sponsors.
At least sixty (60) days prior to the annual meeting, the honorary Secretary shall report the recommendations of the Executive Committee and all other nominations received by petition in a format suitable for balloting. All paid up members shall be eligible to vote. Each member who desires to vote shall complete and send the ballot according to the instructions given at least thirty (30) days prior to the annual meeting. If there has been more than one nominee for an office, the President shall, in the case of a postal ballot, appoint two tellers to open and count all ballots received by the honorary Secretary; this counting shall be conducted prior to the annual meeting. Elections shall be by simple majority. The honorary Secretary shall announce the results of the balloting at the annual meeting, and the new officers and members-at-large of the Executive Committee shall assume office immediately thereafter.

RULE II - Membership
Members of the Society shall be individuals who have demonstrated by their activities and professional contributions a clear interest in the medical, life sciences, or human factors aspects of the undersea environment.  Prospective members shall, as a minimum requirement, be graduates with training or experience in the medical or life sciences.  Waivers of this requirement will be granted where an applicant´s special contributions or accomplishments appear to warrant such action.
Each applicant for Society membership shall submit an application in writing, stating his name, address, education, experience, and place of employment.  The application shall be forwarded to the honorary Secretary of the European Underwater & Baromedical Society.  When a waiver of the educational requirement is necessary, the special accomplishment of the applicant must be well documented by the applicant.  Applicants shall be notified of approval of their application by the Executive Committee or if five members of the Executive Committee without having a formal meeting agree, and membership in the Society shall be conferred upon payment of one year´s annual dues to the honorary Treasurer or Membership Secretary of the Society.  The name of new members of the Society will be published to the membership by the honorary Secretary.
Undergraduate members of the Society shall be students registered at a university or equivalent educational institution, pursuing a course of studies in medical, life sciences or human factors engineering faculties.
The names of undergraduate members of the Society will be published to the membership by the honorary Secretary in the usual way, but will be designated by the symbol (U).
Undergraduate members of the Society will be eligible for all benefits conferred by membership excepting the right to vote in Society elections.
Honorary Members.  The executive Committee is empowered to elect a limited number of Honorary members.  These can include emeritus members, (retired persons after 10 years membership).

RULE III - Affiliates
The Society recognises the value of formal affiliation with other organisations whose purposes are consistent with those of Article II of the Constitution of this Society.  The Executive Committee of the Society shall have the authority to negotiate agreements for affiliation with such other organisations.

RULE IV - Meetings of the Executive Committee
The Executive Committee shall have a least one regular meeting each year, at the time and location chosen by the President.
A special meeting of the Executive Committee may also be called by the President at a time and a place designated by him.  A special meeting of the Executive Committee shall be called by the honorary Secretary upon the written request of three (3) members of the Executive Committee.  At any duly convened meeting of the Executive Committee four (4) members shall constitute a quorum.

RULE V - Duties of Officers
President.  The President shall be the chief executive officer of the Society and preside at all meetings of it and of the Executive Committee.
Vice President.  The Vice-President will assist the President in executing the scientific and business affairs of the Society.  In the event that the President is absent or unable to act, the Vice-President shall serve as President for such period.
Honorary Secretary.  The honorary Secretary shall perform such duties as are customary to his office: will maintain the membership records of the Society, will prepare minutes of meetings, and will report to the membership on such matters as nominations, elections, proposed dues change, names of new members, and proposed amendments to the Constitution as prescribed in these Bylaws.
Membership Secretary/Honorary Treasurer.  The Membership Secretary/ honorary Treasurer shall be the custodian of the funds of the Society and shall be responsible for the collection of members dues, for the maintenance and the periodic reporting of financial records, and for the disbursement of monies.

RULE VI - Committees
In addition to the Executive Committee and the Nominating Committee the committees of the Society may include as required:
Programme Committee.  This committee shall be responsible for choosing the subjects for presentation and discussion at the scientific meetings of the Society, and for selecting the speakers for such meetings and for supervising the conduct of these scientific programmes.
Publications Committee.  This committee shall advise on the publication of the proceedings of the scientific meetings of the Society as well as other papers by individual members.
Other Committees.  The President may create special committees or such other committees as he may deem necessary with such membership and for such periods of time as he may consider appropriate.  The President may invite members of committees other than the Executive Committee to report at a specific meeting of the Executive Committee.

RULE VII - Dues
Dues for members of the Society shall be proposed by the Executive Committee and approved by the membership at any regular or special business meeting.  The honorary Secretary shall notify the membership in writing at least sixty (60) days in advance of the business meeting of any proposed changes in dues.  Approval shall be by a simple majority of those members present and voting on such a change of dues.
Dues will be payable annually on 1st July.  If such dues shall not have been paid by 1st January next, the person shall no longer be a member in good standing and will automatically by removed from membership of the Society.

RULE VIII - Disposal of Assets
In the event of the lawful dissolution of the Society, following the payment of all just debts and obligations of the Society, the Executive Committee shall designate one or more charitable organisations having objectives similar to this Society to receive the remaining assets of the Society.

RULE IX - Amendments
Amendments to these Bylaws may be proposed by the Executive Committee or by petition of any fifteen (15) members presented to the Executive Committee at least one hundred (100) days before the annual meeting. All proposed amendments shall be distributed to the membership by the Secretary at least sixty (60) days before the annual meeting with or without recommendations of the Executive Committee. Voting shall be by postal or secure internet ballot and such ballots must be posted to the Secretary at least thirty (30) days before the annual meeting. The approval of at least two-thirds of the members of the Society who vote upon the proposed amendment shall be necessary for its passage.
No amendment shall be made to the Bylaws which shall cause the Society to cease to be a Charity-at-law.

UK Registered Charity No. 264970
 
Modified by the EUBS General Assembly in 2008.