PAEDIATRIC RADIATION ONCOLOGY SOCIETY


Article 1: NAME

The signatories to the present statutes hereby found an association governed by the French Act of July 1st 1901 and the French Ministerial Decree of August 16th 1901 and which shall be known as the Paediatric Radiation Oncology Society - PROS.

Article 2: OBJECTIVES

PROS is a not-for-profit association.
The Society shall hold as its objectives:

• To serve the science and art of medicine and to strive to set a worldwide standard of excellence with respect to radiation oncology aspects of the care of children and adolescents with cancer.
• To provide a forum for optimal communication between radiation oncologists and to exchange information with those involved in the management of pediatric and adolescent cancer, namely through meetings, correspondence and the internet.
• To promote and assist joint projects, including cooperative clinical trials on radiotherapeutic approaches and techniques.
• To develop alternative treatments and guidelines for emerging countries.
• To promote cooperation with other organizations concerned with pediatric and adolescent cancer.

Article 3: DURATION

The Society shall be constituted for an unlimited period of time.

Article 4: REGISTERED OFFICE

The Society's registered office shall be situated at the following address: Centre Léon Bérard, 28 rue Laennec, F-69373 Lyon cedex 08, France. The Society's registered office may be transferred to such other place as the Executive Committee may determine.

Article 5: COMPOSITION

The Society shall be made up of three membership categories:

• Founder members: those persons having participated in the founding of the Society [for each founder member, indicate the family name, first name and date and place of birth]. The said founder members shall be statutory members of the Administrative Council.

• Active members: active members shall be persons or organizations who participate or are interested in the activities developed by the Society.

• Honorary members: this honorary title may be conferred by the Administrative Council on persons not having joined the Society and who have rendered worthy services to the Society. The said honorary members shall be absolved from paying annual subscriptions. They may participate in General Assemblies in an advisory capacity and may neither vote nor stand for election.

The rules for admitting new active and honorary members are laid down in the Society's Bylaws. Organizations may become member of the Society and shall be represented by their official representative or any other person legally empowered to act is that capacity. Regardless of the number of persons that an organization may represent, the latter shall only have the right to cast one vote.

Article 6: TERMINATION OF MEMBERSHIP

Members shall cease to enjoy membership of the Society through:

• Written resignation sent to the Society's President.
• Death
• Disappearance, liquidation or merger, in the case of an organization.
• Non-payment of the annual subscription.
• Striking off for serious misconduct as pronounced by the Administrative Council, notably for any action damaging or seeking to damage the Society's material and moral assets and interests.

In the event of striking off, the decision shall be notified to the struck-off member by registered post in the days following the said decision. The struck-off member may within 30 days of the said notification present an appeal before the General Assembly duly convened in that respect in the following 60 days.

Article 7: THE SOCIETY'S ASSETS

The Society's assets shall include:

• Grants from state, regional and local authorities.
• Revenues generated by services supplied by the Society.
• Revenues generated by payment of membership fees by the Members.
• Other assets, grants or donations from public or private-sector organizations and which are not restricted by the international laws in force.

The amount of the Society's annual membership fee shall be fixed by decision of the Executive Committee.

Article 8: ACCOUNTING

The Society's accounting system must enable the Treasurer to:

• Provide the Society's administrators with information allowing the administrators to match the Society's policies with its financial assets.
• Monitor changes in costs and income throughout the fiscal year.
• Provide members with accounts during meetings.
• Provide funding bodies with justification of the use of funds and provide auditing bodies (social security department, tax office, appointed auditors, etc.) with justification of the legality of the said use of funds.

Article 9: ADMINISTRATIVE COUNCIL

The Society shall be administered by an Administrative Council composed of 10 members elected for a terms of 2 years by the General Assembly.

The following members shall be statutory members of the Administrative Council: the founder members.
Statutory membership of the Administrative Council shall only cease through resignation.
The members of the Administrative Council are elected by the General Assembly. They may be re-elected once only at the end of their first appointment. The Administrative Council shall nominate candidates for all officers to be elected.
Any Active Member may be proposed for membership of the Administrative Council.
The Administrative Council's powers, attributions and operation shall be laid down by the Society's Bylaws.

Article 10: EXECUTIVE COMMITTEE

The Administrative Council shall, from amongst its members and in a secret ballot, elect an Executive Committee comprising:

• A President and a Vice-President.
• A Secretary.
• A Treasurer.

Article 11: THE PRESIDENT

The President shall be charged with executing the Executive Committee's decisions and ensuring the smooth operation of the Society.
He/she shall represent the Society in all civil acts and shall be duly invested with all necessary powers to that effect. He/she shall notably be empowered to bring legal proceedings on behalf of the Society and, with the approval of the Administrative Council, to authorize all manner of transactions.
The President shall convene the General Assembly and the meetings of the Administrative Council. He/she shall preside all such meetings. In the event of his/her absence, he/she shall be replaced by the Vice-President. On behalf of the Society, the President may open and operate a deposit or current account with a bank or financial establishment. He/she may create, sign, accept, endorse or pay checks and transfer orders for operation of the accounts. He/she may delegate certain of the above-mentioned powers to another member or a permanent employee of the Society or any other person as he/she sees fit. Nevertheless, representation of the Society in legal proceedings may, in the absence of the President, only be performed by a specially mandated representative.

Article 12: THE SECRETARY

The Secretary shall be charged with all matters of correspondence and record-keeping. He/she shall draft the minutes for General Assemblies and meetings of the Administrative Council and, in general, all written instruments concerning the Society's operation, except for those concerning the accounts. He/she shall hold the special register specified by Article 5 of the French Act dated July 1st 1901 and Articles 6 and 31 of the French Ministerial Decree dated August 16th 1901. He/she shall ensure execution of the formalities specified by the said Articles.

Article 13: THE TREASURER

The treasurer shall be charged with the financial management of the Society and shall take receipts and make payments under the President's supervision. He/she shall hold detailed accounts of all such operations and shall report on the said accounts to the General Assembly which shall rule on the said financial management. On behalf of the Society, he/she may open and operate a deposit or current account with a bank or financial establishment. He/she may create, sign, accept, endorse or pay checks and transfer orders for operation of the accounts.

Article 14: GENERAL ASSEMBLIES

General Assemblies shall be constituted by all paid-up members on the date of convocation of the said General Assembly.

All members shall abide by the decisions taken by the General Assembly. General Assemblies shall be classified as Ordinary or Extraordinary.

The decision-making process shall be defined in the Society's Bylaws.

Article 15: ORDINARY GENERAL ASSEMBLY

The General Assembly shall be convened at the biennial congress or as necessary by the President or on request by at least three quarters of the members.
The agenda shall be set by the Administrative Council and shall be shown on the meeting notification.
Only items on the agenda points shall be put to the vote.
The General Assembly shall hear the Administrative Council's reports on the Society's management and financial and moral circumstances.
It shall approve the accounts for the previous fiscal year, vote a budget for the following fiscal year and, as required, proceed to elect the members of the Administrative Council.
The quorum for an Ordinary General Assembly shall correspond to the presence or representation of one third of the Society's members. In this respect, a membership list shall be signed by each member present in his/her own name and on behalf of the persons that he/she may represent, in the event of proxy voting. If this quorum is not obtained, the Assembly shall be convened two week later and may then deliberate, regardless of the number of members present or represented.
The General Assembly's decisions shall be taken by a show of hands. A secret ballot may be requested by the Administrative Council or by three quarters of the members present.

Article 16: EXTRAORDINARY GENERAL ASSEMBLY

The sole power of the Extraordinary General Assembly is to modify the present statutes, rule on dissolution of the Society or attribution of the Society's assets, its merger with any other society with a similar goal or its affiliation to a federation of societies, proposed by the Administrative Council or the Society's members.
The said Extraordinary General Assembly shall be specifically convened in this respect (by the President or on request by members of the Society) 60 days prior to the scheduled date.
The notification must give the agenda and the text of the proposed modification shall be annexed thereto.
Modification of the statutes may only be proposed to the Extraordinary General Assembly by the Administrative Council with the prior authorization of its statutory members.
The Extraordinary General Assembly shall comprise those voting members either present or represented.
Each member present may not hold more than one proxy vote. An attendance sheet shall be signed and certified by the members of the Executive Committee.
If this quorum is not obtained, the Assembly shall be convened two week later and may then deliberate, regardless of the number of members present or represented
The decision-making process shall be defined in the Society's Bylaws.
The General Assembly's decisions shall be taken by a show of hands. A secret ballot may be requested by the Administrative Council or by three quarters of the members present

Article 17: DISSOLUTION

In the event of voluntary, statutory or judicial dissolution, an Extraordinary General Assembly shall designate one or more receivers and the Society's assets shall if necessary be assigned in accordance with Article 9 of the French Act dated July 1st 1901 and the French Ministerial Decree dated August 16th 1901.
Should the Society be dissolved for any reason, any assets will be disposed of to a scientific, professional or charitable organization at the discretion of the Executive Committee.

Article 18: MINUTES

The deliberations and resolutions of General Assemblies shall be set out without omission or modification on numbered pages signed by the President and recorded in a special register held at the Society's registered office.

Article 19: FORMALITES

The President, on behalf of the Executive Committee, shall be charged with making the formal declarations and publications specified by the French Act dated July 1st 1901 and the French Ministerial Decree dated August 16th 1901.
The Administrative Council may specifically mandate a person of its choice to make the formal declarations and publications specified by the French Act dated July 1st 1901 and the French Ministerial Decree dated August 16th 1901.

Article 20: BYLAWS

The Society Bylaws shall lay down the rules for admitting new members, the operation of the Administrative Council and the Commissions and the Society's operating rules in general.

The present statutes have been approved by the founding General Assembly held on the 22 September 2005. The said statutes have been drawn up in as many original copies as there are interested parties, including one copy for declaration to the French authorities and one for the Society

Signed in Barcelona

On: 16/01/2006

Signatures (President and Secretary).

ARTICLE 1: MEMBERSHIP
1. Categories of Membership

Honorary Members: members honoring the Society by their presence in light of their title, experience, achievements or services rendered to the Society.

Benefactor Members: members having supported the Society through a significant donation.

Active Members: paid-up members actively involved in paediatric and adolescent radiation oncology, participating in the life of the Society and fulfilling the conditions defined in the Society's By-Laws.

2. Procedures

A. Applications for Active Membership must be made to the Secretary General of the Society by means of a completed PROS application form.


B. Recommendations for Active Membership

• Candidates for active membership shall be proposed by  an Active Member, after the initial formation of the society.
• Candidates for active membership must be members of the radiation therapy or paediatrics society of their country of residence.
• Any candidate rejected either by the Executive Committee or at an annual meeting can be reconsidered for membership two years later by submission of a new membership application.

C. Recommendations for Honorary Membership

• Candidates must be sponsored by at least two Active Members or by the Executive Committee. Acceptance will require approval by ¾ of the voting Active Members at the annual meeting.
• Honorary members have the right to participate in all meetings but may not vote or be eligible to hold office on the Executive Committee,
• However, they may be appointed to Committees.
• Honorary members shall not be required to pay membership fees.

D. Admission
In order to be admitted to the Society, candidates must be approved by the Executive Committee, which at each of its meetings shall rule on the membership applications submitted. The Executive Committee shall hold an up-to-date membership list.

E. Termination

• Termination of membership can be brought about either by submitting a letter of resignation to the General Secretary or by failure to pay membership fees unjustifiably for two consecutive years or through decision of the Executive Committee if, in the opinion of the latter, the member has not acted in accordance with the accepted ethics of the medical profession or has otherwise acted to the detriment of the Society.
• In this latter case, the member has the right to appeal the Executive Committee’s decision at the next annual meeting. Approval by a simple majority of the voting Active Members present shall be required for reinstatement.
• Membership fees shall be paid at the beginning of the fiscal year and voting at the annual meeting is conditional on payment of the said fees having been received.

ARTICLE 2: RESOURCES
The resources of the Society shall include:

• grants from state, regional and local authorities.
• revenues generated by services supplied by the Society.
• revenues generated by payment of membership fees by the Members.
• All other resources, grants or donations from public or private-sector organizations and which are not restricted by the international laws in force.

The amount of the Society's annual membership fee shall be fixed by decision of the Executive Committee.

ARTICLE 3: EXECUTIVE COMMITTEE
The Society shall be managed by an Executive Committee consisting of an Executive President(2-year term), a General Secretary(2-year term), a Treasurer(2-year term), a Past President(after the term/s of the first president expires; 1-year term) and an Ex-officio Voting Member(the local organizer of the scientific meeting; 1-year term). + President elect!

A. Members Of The Executive Committee

• The Executive President
  
  The Executive President shall safeguard the Society's moral interests and shall monitor compliance with its statutes.  He or she shall supervise the Society's business and shall monitor compliance with the decisions of the Executive Committee. The Executive President shall bear the role of the legal, judicial and extrajudicial representative of the Society in all civil acts. He or she may delegate the exercise of his or her representative functions to other members of the Executive Committee.
  
  
  
• The General Secretary
  
  He or she shall be a member of the Executive Committee and shall draft the meeting minutes for General Assemblies and Executive Committee meetings. He or she shall hold a register of the proceedings of the General Assemblies and the Executive Committee. He or she shall draw up a general summary of each Scientific Congress and shall update the list of Members and all general information required for faithful operation of the Society.
  
  
  
• The Treasurer
  
  He or she shall be a member of the Executive Committee and shall monitor the Society accounts.  He or she shall hold detailed accounts and shall report on the said accounts at each General Assembly or at such time as the Executive Committee may request. He or she shall be responsible for arranging an annual audit of the Society accounts.
   
                        
• The Ex-officio Voting Member
  
  He or she shall be the local organizer of the next scientific meeting. The term will be one year and will expire at the end of the scientific meeting.
  
  
• The Past President
  
  When the term(s) of the Executive President expires, he will become the past president and will remain on the Executive Committee for one year.
  
  
  

B. Election Of The Executive Committee

• The members of the Executive Committee are elected at the Scientific Congress. They may be re-elected once only at the end of their first appointment.
  
• The Executive Committee shall nominate candidates for all officers to be elected. Any Active Member may be proposed for membership of the Executive Committee.
  
• Proposals shall be submitted in writing to the General Secretary three months before the forthcoming annual meeting and are subject to agreement to stand by the nominated candidate.
• Elections of officers shall be held one after the other in a secret ballot. For the President Elect and the General Secretary, a simple majority vote shall be required for approval.
• The members of the Executive Committee shall assume office at the end of the scientific meeting.
  
  
  

C. Duties Of The Executive Committee:

   The Executive Committee’s duties shall be as follows:

• to conduct the annual meeting, supervise the overall affairs of the Society, define the Society’s policies and propose or review applications for membership.
• to propose or review the format and theme(s) of the Biennial Scientific Congress.
• to propose amendments to the Statutes and By-Laws.
• to fill any vacancy by appointment from the membership until the next annual meeting.
• to determine annually the annual membership fee.
• to appoint as necessary “ad hoc” special committees or standing working groups or commissions, eg. the Local Organizing Committee.

ARTICLE 4: MEETINGS
A. Administrative Meetings

• The Executive Committee shall meet at least once a year and shall be convened by the General Secretary.  These meetings may be held using modern communication technologies: voice conferences, videoconferences, on-line Internet conferences, etc.
  

B. Biennial Scientific Congress

The Executive Committee and the Society's members shall gather together for a Scientific Congress at a minimum of every 2 years. The date, time, and place of this meeting shall be decided by the members at the previous meeting. At the decision of the members, the Scientific Congress could take place at the same time as the Congress of the International Society of Paediatric Oncology( SIOP).

The rules for the conduct of the Scientific Congress are set out in the Society's By-Laws.

• The Local Organizing Committee shall make all the necessary arrangements for the annual meeting (venue, local arrangements, administration, documentation, financial management, etc). It will submit an overall proposal to the Executive Committee with a detailed budget for all cost items linked to organization of the event. Each Biennial Scientific Congress will be regarded as a separate financial entity and its expenses shall be the responsibility of the Local Organizing Committee. This shall not preclude an eventual contribution from the Society’s funds at the Executive Committee’s discretion. A financial report as well as a report on the Societies’ activities shall be presented by the Executive Committee before each event.
• The Scientific Committee shall plan and arrange the scientific program of the annual meeting, solicit contributions from the membership, invite speakers, choose chairpersons, select scientific material for oral, poster or video presentation and coordinate the overall scientific program and its timetable.

C  General Assembly

• The Society's General Assembly shall be held on the occasion of the biennial Scientific Congress.
• The General Assembly may also be held at any time required by the interests of the Society and shall be convened by the General Secretary.
• The General Secretary shall also convene a General Assembly on request by the other members of the Executive Committee or by one quarter (¼) of the Society's Members.
• Notice of the General Assembly shall comprise the agenda and shall be sent in writing to all the Society's Members at least 30 days before the anticipated meeting date.
• The Treasurer will present an annual statement of accounts and shall submit a two-year budget for approval by General Assembly.
  
  

D. Working groups and Commissions

• The Executive Committee may appoint as many working groups or commissions as it feels necessary. The decisions of such committees must be approved by the Executive Committee and may be modified as required by the Executive Committee.
  
• Commissions and working groups shall always meet immediately prior to the annual meeting. Any other meetings will be held at the discretion of the chairpersons of the said commissions and working groups and the Executive Committee.

After approval of the present statutes and by-laws, the first formal elections for the Executive Committee shall take place.

All Active Members thus far accepted by the ad hoc committee on PROS membership shall be entitled to participate in these elections.

Signed in the city of Lyons, France, on this 16th day of January, 2006

Dr Christian Carrie
PROS Committee on Constitution and By-Laws.