Statutes of the “Sir Charles Bell Society” (Revised
June 1th 2008)
The name of the organization shall be the “Sir Charles Bell Society”,
further named the “SCBS”. It is an international multi-disciplinary
organization founded June 13, 1992 at the “VIIth International Facial
Nerve Symposium” in Cologne, Germany. It is incorporated in the state
of California as a trade association meeting the criteria of ITC Section
501 (c) (6)
The SCBS is dedicated to collection, dissemination and interchange of
ideas relating to the facial nerve, thus furthering cooperation and
encouraging global friendships. It also strives to increase the international
medical community’s knowledge of the facial nerve and its disorders.
The aim of the SCBS shall be:
1. To bring into multi-disciplinary association members of the medical
profession who are actively engaged wholly or partly in the field of
facial nerve medicine, surgery and rehabilitation.
2. To advance the medical profession in general and specifically that
area dealing with the facial nerve and its disorders in the broadest
3. To provide through quadrennial international scientific symposia
and other recognized means of communications for the interchange of
ideas and knowledge among medical professionals and consumers/patients.
4. To gather and disseminate information concerning the development
and application of modern facial nerve medicine.
5. To promote and advance the name and the purpose of the SCBS before
the scientific body of international medicine.
6. To promote and foster the professional skills of
7. To encourage continuing education of clinicians,
rehabilitation specialists, pre-clinicians, researchers, residents in
training etc. through the support of conventions, meetings, courses
8. To maintain a website.
Membership and organization
Membership. The membership of the SCBS shall consist
of medical personnel whose professional endeavors include facial nerve
medicine, surgery, rehabilitation and certain other individuals who
have made outstanding contributions (for instance in the field of basic
sciences) to the facial nerve and its disorders.
The SCBS consists of Ordinary Members and Honorary Members.
To become a member one has to make a formal request addressed to the
Secretary. Honorary Members are to be elected by the Membership Meeting.
Organization. The members elect quadrennially:
• an Executive Committee (ExCo) which will consist of
President, Secretary, Treasurer, Webmaster and one Assessor; vacancies
will thereupon be filled by new officers elected by the SCBS Members.
• two (2) representatives per region (Africa-Australia, America, Asia
and Europe,); together with one ExCo member (as the coordinator) they
form the Board of Directors (BoD).
1. Duties. The officers shall perform such duties as
are incident to their respective offices or as may be assigned by the
President. The President is the principal
executive officer of the SCBS and has, subject to control of the BoD,
general supervision, direction and control of the business and officers
of the SCBS. The President shall preside over the meetings of the SCBS.
The President has the general powers and managerial duties usually vested
in the office of president of a corporation and has such other powers
and duties as may be prescribed by the BoD. The President, with, if
needed, the approval of the BoD, shall appoint such committees, working
groups, commissions, or task forces as may be necessary to carry out
the purposes of the SCBS. Such ad hoc bodies shall work in conjunction
with, and be responsible to, the ExCo. In case the votes are equally
divided the President’s vote is decisive.
Secretary. The Secretary shall keep
at the principal executive office or such other place as the BoD may
order a book of minutes of all meetings of the SCBS and the BoD. The
Secretary shall give notice of all the meetings of the SCBS and the
BoD 3 months prior to meeting and shall have such other powers and perform
such other duties as may be prescribed by the BoD. The secretary shall
prepare biannual reports.
Treasurer. The Treasurer shall collect
all members’ dues, establish proper account procedures, and be responsible
for keeping the funds in such banks, trust companies and or investments,
establish proper account procedures, and be responsible for keeping
the funds in such banks, trust companies and/or investments as are approved
by the BoD. The Treasurer shall prepare biannual reports. No funds shall
be drawn from the treasury except for such purposes that shall have
been duly authorized by the ExCo and if needed by the BoD as well. The
treasurer at the end of his term in office shall promptly deliver over
to his successor all books, funds and other property in his charge.
Webmaster: The Webmaster shall keep
the SCBS website and actively and regularly update it. Members are required
to inform the webmaster about their scientific activities and publications.
The website shall include the Statutes or bylaws, membership list including
BoD and ExCo. The website may include Information for Patients, Consensus
Treatment Guidelines, history of the SCBS, etc. The webmaster shall
prepare biannual reports.
Assesor. The assessor will assist the
officers by all means.
Election and Term of Office. Officers
shall be elected at the regular quadrennial Members Meeting by a majority
vote of the members present and shall serve for a term of four (4) years.
Terms will be staggered to maintain continuity. Officers may be re-elected
Vacancies. Vacancies in any elected
or appointed office, may be filled for the balance of the terms by the
BoD at any regular or special meeting. In special cases officers may
be elected by email vote.
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Biannual Reports. All ExCo officers shall report to the BoD regarding
the activities of their office during the past two (2) years, at least
thirty (30) days prior to the Board Meeting. Section 5. Meetings. The
ExCo will meet at least biannually, as the Treasurer’s budget will allow.
Article VI Board of Directors Section 1. Powers. The governing body
of the SCBS shall be the BoD which shall supervise, control and manage
the affairs of the SCBS through the ExCo. The BoD shall supervise the
activities of all committees, and of all officers of the SCBS. It shall
receive reports at such times as may be required, but not less than
biannually, from the chairman of each committee and each officer. Section
2. Number and Qualifications of Directors. The BoD shall consist of
two (2) representatives per region (article IV, section 2) and one coordinator
from the ExCo. Of the nine (9) representatives at least one shall represent
otorhinolaryngology, one plastic surgery one rehabilitation medicine
(physiotherapy/psychology), and, if possible, neurology/-surgery/-biology/-physiology/-virology.
The BoD may, at its discretion, invite other auditors representing other
medical organizations as advisory members who shall attend without the
right to vote. Section 3. BoD Meetings. A meeting of the BoD shall be
held not less than quadrennially, in conjunction with the quadrennially
scientific “International Facial Nerve Symposium”. Extraordinary BoD
meetings may be called by the President or upon written request of three
(3) members of the BoD. Notice of such meetings shall be given not less
than three (3) months before the meeting. Section 4. Quorum. Five (5)
voting members shall constitute a quorum for the transaction of business
and the action of a majority of the members present and voting at a
meeting at which a quorum is present shall constitute a valid action
of the BoD. Article VII Membership Meetings Section 1. Regular Meetings.
A Membership Meeting shall be held not less than quadrennially, in conjunction
with the quadrennial scientific “International Facial Nerve Symposium”.
Notice of such meetings shall be given not less than three (3) months
before the meeting. Notice of each meeting shall be in writing, announcing
the place, date and time of the meeting, and shall be signed by the
Secretary and e-mailed to the last recorded address of each member at
least six (6) weeks before the appointed meeting time. Section 2. Extraordinary
Meetings. Extraordinary meetings of the members shall be called by the
President upon the written request of a membership quorum, (Article
VI, Section 4), or upon the request of three (3) members of the BoD.
The request for an extraordinary meeting shall specify the particular
business for which said meeting is to be called. Notice of all extraordinary
meetings, together with the meeting agenda, shall be e-mailed not less
than six (6) weeks before the scheduled meeting time. Section 3. Quorum.
A quorum, consisting of not less than ten percent (10%) of the members
of the SCBS, either present in person or by proxy, shall be necessary
for the transaction of business at all meetings. Section 4. Vote. Voting
may be by voice or show of hands, except on the following questions,
where it shall be by secret ballot: (a) Election of officers; (b) Changes
in Statutes; (c) Any action relating to disciplinary proceedings against
a member; and (d) When a written ballot is requested by a majority vote.
Section 5. Quadrennial Symposium. A scientific “International Facial
Nerve Symposium” shall be held at least once every five (5) years, preferably
every four (4) years. The symposium shall, if at all possible, rotate
on different continents sequentially. The local Committee organizing
the symposium shall be supported by the SCBS ExCo, but is fully responsible
for the organization of this symposium in all respects. The language
of the Congress shall be English. Bids for hosting the meeting shall
be entered five (5) years before to be voted on four (4) years before.
Section 6. Internet voting. The BoD or the ExCo may initiate a vote
via internet/email to all SCBS members on a single item or issue when
deemed necessary. Article VIII Resignation and Vacancies. Members of
the ExCo, or the BoD, or of Committees may resign by giving written
notice to the Secretary. Unless otherwise provided by these Statutes,
vacancies occurring between the meetings shall be filled by the officer
making the original appointment, or by the BoD if originally elected
by either the BoD or the Membership Meeting. Article IX Finance and
Dues. Section 1. Fiscal year. The fiscal year of the SCBS shall run
from January 1 to December 31. Section 2. Dues and Assesments. The gross
membership fee is a minimal due of Euro 50,= (or the equivalent in USD)
every 2 years. Dues and assessments for membership shall be established
by the BoD. Dues shall be reviewed regularly by the BoD and changes
may be made at the BoDs’ discretion. Honorary Members are exempt from
paying dues. Regarding registration for the quadrennial “International
Facial Nerve Symposium”, the SCBS shall make a recommendation to the
local organising committee that the fee be waived for SCBS Honorary
Members and reduced for SCBS Ordinary Members. Section 3. Payment of
Dues and Assessments. The biannual dues of members are payable on a
date to be specified by the Treasurer during the last quarter of each
year, prior to which time the Treasurer shall e-mail to each member
a statement of dues and assessments for the ensuing years. Since the
fee is based on a minimal net due, the treasurer shall add an additional
amount over the dues in order to cover all transferring costs or charges
made by the bank or credit card company for which the SCBS is responsible.
Any member of the SCBS delinquent in the payment of dues for a period
of thirty (30) days thereafter shall be notified by the Treasurer that
such member is in arrears. A final notice of arrears shall be sent to
the member by e-mail thirty (30) days after the first notice of delinquency
and if payment in full is not received by thirty (30) days after the
final notice, the delinquent member shall automatically be suspended
from membership in the SCBS. He will have to reapply for membership
according to Article 4, Section 1, if so desired. Fees and dues may
be abated for members for reasons and circumstances, as determined by
the BoD . Section 4. Budget. Within ninety (90) days following the end
of each fiscal period, the Treasurer shall submit a financial report
of the previous fiscal period to the BoD, along with recommendations,
if any, for their consideration. Prior to the interim meeting of the
BoD, the Treasurer shall submit recommendations for a budget for the
next fiscal period to the BoD. After considering this information, the
BoD shall adopt an operating budget prior to each fiscal period. Section
5. Audit. The accounts of the SCBS shall be audited quadrennially by
two members of the BoD who are selected by the ExCo. This cash Committee
shall report to the Membership Meeting. Article X Logo. The use of the
official logo and name of the SCBS or any identifiable portion thereof
is specially limited to the official documents of the SCBS under the
direction of the ExCo. The logo may not be used in connection with personal
items without the express permission of the BoD. Any use of the logo
for other commercial purposes or by any other individual which may be
regarded as officially applying sanction of the SCBS is expressly prohibited.
Article XI Resignations and Discipline of Members. Section 1. Resignations.
Any member may resign from the SCBS after fulfilling all obligations
and after giving written notice of such intention to the Secretary.
The resignation shall be effective upon its presentation to the BoD.
Section 2. Disciplinary Procedure. A Member may be censured, suspended,
expelled or otherwise disciplined by the SCBS for violation of the SCBS
principles or Statutes or for any conduct detrimental to the reputation
and best interests of the SCBS or inconsistent with its aims. Such discipline
shall follow guidelines promulgated by the BoD. Article XII Amendments.
These Statutes may be amended or repealed, or added to, or new bylaws
adopted, at any meeting of the BoD or the SCBS by a majority vote of
the Directors present or SCBS members present, as the case may be, at
such a meeting. Article XIII Indemnification. The SCBS shall have the
power to indemnify any agent of the SCBS to the fullest extent permitted
by law, including but not limited to, California Corporations Code Section
317 and any amendments thereto. Article XIV The Dissolution of the SCBS.
The dissolution of the SCBS must be agreed upon by at least two thirds
of the Members during an Extraordinary Meeting. It must be preceded
by a special invitation to all members indicating explicitly the purpose
of this Meeting, sent at least six (6) weeks prior to the Meeting. Due
to the particular importance of this Extraordinary Meeting, members
may vote by proxy only with a notary public's authentication. In case
of the dissolution of the SCBS, the funds, property and other assets
shall be used for the purpose of furthering the aims of the SCBS and
no member shall be entitled to receive any of the assets on liquidation.