[Activities of this Society shall be fully under the SOCIETIES REGISTRATION ACT 1860 (Act 21 of 1860)]
The name of this society shall be Society of Invasive Cardiovascular Professionals.
The address of this society is Society of Invasive Cardiovascular Professionals, Medical College Hospital, Kozhikode-673 008.
The office of this Society is situated in Building No. No.32/1504 of Kozhikode Corporation.
The area of operation of the society shall be all India.
1. The Society of Invasive Cardiovascular Professionals is a nonprofit organisation that has been established to support the highest quality of patient care given by all cardiac catheterisation laboratory professionals;
2. The Society shall assume a leadership role in defining a core curriculum for cardiovascular professionals, provide educational opportunities, participate in establishing standards for the field; and
3. Provide a forum for communication among invasive cardiovascular specialists.
Section 1. Categories
The Society shall have three categories of individual members which are: Student, Active and Fellowship. No member may hold membership in more than one category or more than one membership in the same category of membership in the Society.
Section 2. Qualifications
Any person who is interested in any aspect of cardiac catheterization and who endorses the mission of the Society, agrees to abide by its charter and byelaws, and meets such other criteria for membership as may be established by these bylaws or by the Board of Directors, shall be eligible for membership.
a. Student Member – Any individual actively enrolled in the educational field of invasive cardiology. Student I.D. or statement from director of programme required.
b. Active Member – Anyone actively working in the field of invasive cardiology for at least one year.
c. Fellowship Member – Anyone credentialed via a recognized exam that signifies the scope of practice in invasive cardiology (DCLT, DCVT, etc.) and actively working in the field of invasive cardiology, or at least ten (10) years of practice in invasive cardiology.
Section 3. Rights and Benefits
May shall have the rights conferred by this Section 3 and no other rights.Members shall have the benefits determined by the Board of Directors of this Society.
a. Student Member – No voting rights.
b. Active Member – Voting rights of one vote per one member.
c. Fellowship Member – Voting rights of one vote per one member.
Section 4. Application and Acceptance
All applications for membership shall be made in writing on forms prepared by the Society with an attached curriculum vitae and the copies of certificates of education and experience. Applications for Student, Active and Fellowship membership shall include annual membership fees as established by the Board of Directors of thisSociety.
Those applicants for Student, Active or Fellowship membership who do not meet thecriteria for membership shall not be accepted into membership and their applications and fees shall be returned.
Section 5. Membership Renewal, Fees, Dues
All members shall pay an annual membership fee as determined by the Board of Directors. The membership fee shall be due and payable annually on January 1 of each year. A sixty- day (60) grace period will be allowed for completion of membership renewal, after which membership shall automatically be terminated. Any member removed from membership because of incomplete membership renewal may be reinstated by making written application as described in Section 4 of this article.
Section 6. Voting Rights
Each Active and Fellowship member shall be entitled to one vote.
Section 7. Termination of Membership
a. Causes.
The membership of any member of the Society shall automatically terminate upon the occurrence of any of the following events:
i. Death of a member;
ii. Resignation of the member;
iii. Incomplete membership renewal as provided in Section 5 above;
iv. A good-faith determination by the Board of Directors or a committee designated to make such determination, that the member should be terminated. The vote required for such action shall be the affirmative vote of two-thirds of the designated committee.
b. Procedure.
Following a good-faith determination that a member should be terminated under subparagraph (iv) above, the following procedure shall be implemented:
i. A notice shall be sent by registered post to the most recent address of the member as shown on the Society’s records setting forth the termination and the reasons therefore. Written notice shall be sent at least thirty (30) days before the proposed effective date of termination.
ii. The member being terminated shall be given the opportunity to be heard either orally or in writing, at a hearing to be held no fewer than ten (10) days before the effective date of the proposed termination. The hearing shall be held by a special member termination committee composed of not fewer than three (3) directors appointed by the President. The notice to the member of the proposed termination shall state the date, time and place of the bearing on the proposed termination.
iii. Following the hearing, the termination committee shall decide whether or not the member should, in fact, be terminated, suspended or sanctioned in some other way. The decision of the member termination committee shall be final.
Section 1. Dues
Annual membership dues in this Society are determined by the Board or Directors and are subject to ratification by the membership.
Section 2. Deadlines for Payment
Membership dues are payable annually on January 1 of each year. as stated in Article 6, Section 5.
Section1. Annual Meeting
The annual meeting of members shall be held in the month of December. The purpose of this meeting would be to ratify changes in byelaws, election of Board of Directors, receive reports of the Board of Directors and committees and transact such other business as may come before the meeting. The annual meeting shall be announced by a mailing by the Board of Directors.
Section 2. Special Meetings
A special meeting of members may be called at any time by the President, by a majority of the Board of Directors, or upon the written request of 15 percent (15%) of the active members and fellowship members. The agenda of the special meeting will be provided to the membership with the notification of the time and place of the special meeting.
If a special meeting is called by any person or persons other than by the Board of Directors, a written request must be made specifying the time of the meeting and the general nature of the business proposed to be transacted. The request shall be delivered personally or sent by registered post to General Secretary and President. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with Sections 3 and 4 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty (30) nor more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons entitled to give the meeting may give the notice in accordance with Sections 4 and 8 of this Article. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members is called by action of the Board of Directors.
Section 3. Notice of Members’ Meetings
All notices of meetings of members shall be sent or otherwise given in accordance with Section 4 of this Article not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the members. If action is proposed to be taken at any meetings of the members to (i) remove a director, (ii) fill vacancies on the Board of Directors, (iii) adopt amendments to the Articles of the Society, or (iv) voluntarily dissolve the Society, the notice shall also state the nature of such proposal.
Section 4. Manner of Giving notice
Written notice of any meeting of members shall be given either personally, by mail, by telephone or by telegraphic or other written communication addressed to the members at the address given by that member to the Society. If no such address appears on the Society’s books or is given, notice shall be denied to have been given if sent to that member by mail or telegraphic or other written communication to the Society’s office.
Section 5. Quorum
The number of persons represented at any meeting, but in any event at least 1/3rd of the members, shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding, the withdrawal or enough members to leave less than a quorum if any action (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 6. Adjourned Meeting
Any members’ meeting, annual, regular, or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members represented at that meeting, but in the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 5 of this Article.
When any meeting of members, either annual, regular or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each member of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article. At any adjourned meeting, the Society may transact any business which might have been transacted at the original meeting.
Section 7. Voting
The persons entitled to vote at any meeting of members shall be members of the Society. Each such member shall be entitled to one (1) vote on each matter submitted to a vote of the members. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting and voting on any matter shall be the act of the members. Elections of directors shall be by actual vote of Active and Fellowship members present at the annual or special meeting. All other voting may be by voice or ballet.
Section 8. Inspectors of Election
Before any meeting of members, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairperson of the meeting may, and on the request for any member shall appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more members , the majority of members represented in person shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairperson of the meeting may, and upon the request of any member shall, appoint a person to fill that vacancy. These inspectors shall:
(a) Determine the number of memberships outstanding and the voting power of each, the number represented at the meeting and the existence of a quorum;
(b) Receive votes or ballots;
(c) Count and tabulate all votes;
(d) Determine the result;
(e) Do any other acts that may be proper to conduct the election or vote with fairness to all members.
Section 1. Number, Powers and Qualifications
The corporate powers of the Society shall be exercised by or tinder the direction of a Board of Directors composed of no less than seven members, including the President, Vice-President, General Secretary and Treasurer of the Society. Nominees for the Board of Directors who have actively served the Society at least one (1) year shall be considered to have preferred qualification.
Section 2. Terms of Office
Each director shall hold office for a period of one (1) year or until their successors are elected and qualified.
Section 3. Meetings
The Board of Directors shall hold an annual meeting in conjunction with the annual membership meeting of the Society for the purposes of organization, and the consideration of any other business which may be properly brought before the meeting. Regular meetings of the Directors shall be held at such times and at such places as the Board determines. Special meetings of the Board may be called by the president or any three (3) other directors.
Section 4. Notice
Notice of the time, place and general purpose of special meetings shall be given to each director by one of the following methods: (i) by registered post; (ii) by telephone communication; (iii) by telegram, or (iv) by e-mail. All such notices shall be given or sent to the director’s address, e-mail id, or telephone number as show on the records of the Society.
Section 5. Quorum
A majority of the directors, two (2) of whom are officers, shall constitute a quorum of the Board at all of its meetings. A meeting at which a quorum is initially present may continue to transact business not withstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 6. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a majority of the board, individually or collectively, consent by voice vote or in writing to that action. Notice of action shall be given to each board member via telephone or e-mail communication by the General secretary of the organization and a vote recorded and filed with the minutes of the board.
Section 7. Vacancies
In the event a vacancy occurs in any office or on the Board of Directors due to a change in status or otherwise, such office or directorship shall be filled in the following manner:
(a) President The vice-president shall assume the office;
(b) Vice-President : The president shall appoint a current member ofthe Board or Directors to fill the vacancy;
(c) The Board of Directors may appoint replacements for all other vacancies to fill the balance of the unexpired terms.
Section 8. Removal of Directors
Officers and directors may be subject to removal by a two-thirds (2/3) vote of the Board of Directors and subjected to ratification by the membership at its special meeting called for tinder Article 8. Section 2 for violating the byelaws of the Society, misconduct or neglect of duty in office, or behavior injurious to the image or the Society. No such action shall be taken against any officer or director until he/she has been advised of specific charge, and afforded a full hearing before the Board of Directors. Officers or directors expelled from office pursuant to this section shall be ineligible to serve as officers or directors of the Society at any future time.
Section 1. Number and Election
The officers of the Society shall be President, Vice-President , General Secretary, Joint Secretary and Treasurer. All officers shall be elected by the members present at the annual meeting. An officer shall not hold more than one office at any time.
Section 2. Term of Office
The officers shall hold office for a term of one (1) years or until their respective successors have been duly elected and qualified.
Section 3. President
The President shall generally supervise and control all business and affairs of the Society, subject to the control of the Board or Directors. The President shall preside at all meetings of the membership and the Board of Directors, appoint all committee chairpersons except as provided in these byelaws, serve as an ex officio member of all committees and perform and discharge all duties incident to the office of President and such duties as may be assigned by the Board of Directors. The President shall have power to sign into contracts tinder ratification of the Board of Directors.
Section 4. Vice-President
The Vice-President shall officiate as the President in his absence.
Section 5. General-Secretary
The General-Secretary shall keep or cause to be kept at the administrative office of the Society a book of the minutes of the meetings of the Society and of the Board of Directors and shall give or cause to be given notice of all meetings of the Board of Directors and members in accordance with these Byelaws. The Secretary shall also keep or cause to be kept at the principal office of the Society the Bylaws, membership The General-Secretary shall keep or cause to be kept at the administrative office of the Society a book of the minutes of the meetings of the Society and of the Board of Directors and shall give or cause to be given notice of all meetings of the Board of Directors and members in accordance with these Byelaws. The Secretary shall also keep or cause to be kept at the principal office of the Society the Bylaws, membership roster of the Society, and shall in general perform all duties incident to the office of Secretary and such other duties as the Board of Directors prescribes.
Section 6. Treasurer
The Treasurer shall transact all money matters relating to the Society and also deposit the money in banks approved by the Board of Directors. He shall also maintain accounts of all receipts and payments and shall produce audited accounts every year in the Annual General Meeting.
Section 7. Vacancies
See Article 9. Section 7.
The Administrative office shall be at the location of the General Secretary.
Section 1. Nominations
After receiving nominations from the membership, the inspectors of election shall submit a list of nominees to the Board of Directors. The list of nominees and their resumes shall be submitted to all active members at the annual election or annual meeting.
Section 2. Voting
The voting shall be either by ballot or by voice at any annual or special meeting of members, as determined by the Board of Directors.
Section 3. Elections
All ballots cast in any election of directors, officers, or any other item of business requiring a vote of the membership shall be counted by the inspectors of election. After counting the ballots, election results shall be announced to the general membership. The candidates receiving the highest number of votes shall be declared elected. In case of a tie vote, the tie shall be broken by secret ballots cast by all members of the Board of Directors as constituted prior to the election. Unless otherwise provided in these byelaws, the approval of any items of business requiring a vote of the membership shall require the affirmative vote of a majority of the active members casting votes. All ballots shall be retained for at least thirty (30) days following the election.
Section 1. Committees in General
Except as otherwise provided by these Bye laws, the Board of Directors may, by resolution or resolutions passed by a majority of the members thereof, appoint Executive, Standing or Special Committees for any purpose and, if such committees are composed solely of directors, delegate to such Committees any of the powers and authority of the Board, except the power and authority to adopt, amend or repeal these byelaws, or such other powers as may be prohibited by law. Such Committees shall have the power to act only in intervals between meetings of the Board and shall at all times be subject to the control of the Board of Directors. The Board of Directors, or if the Board does not act, the Committees shall establish rules and regulations for meetings and shall meet at such times as is deemed necessary, provided that a reasonable notice or all meetings shall be given to Committee members. No act of a Committee shall be valid unless approved by the vote or written consent of a majority of its members. Committees shall keep regular minutes of proceedings and report the same to the Board from time to time as the Board may require. All Committees must act solely in an advisory capacity to the Board.
Section 2. Membership
The Chairperson of each Committee shall be appointed by the President. All other members of the Committee may be appointed by the Committee Chairperson subject to the President’s approval.
Section 3. Term of Office
The Chairperson and each member of a Standing Committee shall serve until the next annual election of officers and directors and until his/her successor is appointed or elected or until such Committee is sooner terminated or until he/she is removed, resigns, ceases to be a member of the organization or otherwise ceases to be a member of the Society or otherwise ceases to quality as a Chairperson or member, as the case may be, of the Committee.
Section 4. Vacancies
Vacancies on any Committee may be filled for the unexpired portion of the term by appointment by the President or Chairperson subject to the President’s approval.
Section 5. Meetings; Quorum
Each Committee shall meet as often as is necessary to perform its duties at such times and places as directed by its Chairperson or by the Board of Directors. A majority of the members of a Committee shall constitute a quorum of such Committee and the act or a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.
Section 1. Fiscal Affairs
The fiscal year of the Society shall be the twelve (12) month period as may be established by resolution of the Board of Directors.
Section 2. Contracts
The Board of Directors may authorize any officer or officers or agent of the Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer and either by President or General Secretary.
Section 4. Deposits
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks or depositories as the Board of Directors may select.
Section 5. Gifts and Contributions
The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for general purposes or for any special purpose of the Society.
Section 6. Annual Report
The Treasurer shall provide each director and member of the Society an annual report of the previous fiscal year in the annual meeting, which report shall contain the following information in reasonable detail:
(a) the assets and liabilities, including the trust funds, of the Society as of the end of the fiscal year.
(b) the principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) the revenue or receipts of the Society, both unrestricted and restricted to particular purposes, for the fiscal year.
(d) the expenses or disbursements of the Society for both general and restricted purposes during the fiscal year.
The Society may join or affiliate with other national, state or local organizations upon approval by the voting members.
To amend or repeal these byelaws, there may be 3/5th majority of all members of this Society and shall subjected to 12th Article of Society Registration Act 1860.
The funds of the Society shall be formed of:
i) Membership Fee
ii) Contribution, donation and grant from any person or organization; and
iii) Balance amount from the Conferences.
In the event of dissolution of the Society, the funds and assets of the Society shall not be divided among the members and shall be transferred to any other registered society or institution as decided by the membership.
This constitution takes effect from the date of registration in the Office of the District Registrar.
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