CONSTITUTION and BY-LAWS
UNDERSEA AND HYPERBARIC MEDICAL SOCIETY, INC.
(name changed from Undersea Medical Society, Inc., September 1986)
As amended April 2009
We, the members of the Undersea and Hyperbaric Medical Society, do hereby amend this Constitution and By-Laws to update the language and to provide a governing document that will serve the Society well in this modern age. We do hereby preserve the intent of our founders by including their preamble in this document with the understanding that the current official preamble is as herein stated. We, the members, shall continue to preserve open communication among our international membership and to foster exchange of medical science in the fields of undersea medicine and hyperbaric medicine. The Society will interact with and provide information to appropriate regulatory agencies to be used in their decision-making processes. The Society will encourage and provide opportunity for publishing scientific papers by providing our membership a professional scientific journal. The Society will also conduct an annual scientific meeting where our membership will be encouraged to present medical research papers, technical information, and relevant other information concerning our fields of medicine. Finally, our Society will foster opportunities for learning of myriad relevant medical subjects in formal classroom settings and, when appropriate, through electronic medium.
In only a few recent years we have seen man climb the highest mountain of this world, probe the greatest depth of its ocean, make earth-orbiting space flights, and prepare to explore the moon. At the same time, no physiological limitation to extending the depth and duration of man's diving has in fact been determined despite intense research following a recently reawakened interest in this area. Continued rapid advance in undersea biomedical exploration will be possible only with close communication between present investigators and a clear call to the professional interests of those not yet engaged in our field.
We the founders of the Undersea Medical Society have intended to establish an international forum for the scientific and technical exchange necessary to the advance of manned undersea activity. It is hoped that this community of interest will stimulate the interdependent growth of basic and applied research and technological development in diving and will improve the depth, duration, effectiveness, and safety of undersea activities to their ultimate limit.
10 April 1967
E.L. Beckman; W.F. Mazzone; J.L. Kinsey; E.H. Ninow; C.J. Lambertsen; R.D. Workman
ARTICLE I - Name of Organization
The name of this society shall be the Undersea and Hyperbaric Medical Society, Inc. (hereinafter referred to as the Society or UHMS).
ARTICLE II - Objectives
This Society shall be international in scope. Its primary purposes shall be:
- to provide a forum for professional scientific communication among individuals and groups involved in basic and applied studies concerned with life sciences and human factors aspects of the undersea environment and hyperbaric medicine.
- to promote cooperation between the life sciences and other disciplines concerned with undersea activity and hyperbaric medicine.
- to develop and promote educational activities and other programs, which improve the scientific knowledge of matters related to undersea and hyperbaric environments and the accepted applications of hyperbaric oxygen therapy for the membership, as well as physicians and allied health professionals, divers, diver technicians and the public at large.
- to provide a source of information and support in the clinical practice of hyperbaric medicine and to stay abreast of legislative, legal, and regulatory changes in the field.
- to provide a means by which hyperbaric facility directors/owners will have an opportunity to request an accreditation survey of their facility for safety, staffing and verifying the adequacy of the professional medical application of hyperbaric therapy.
ARTICLE III - Membership
- Membership in the Society is a privilege, not a right, and is contingent upon compliance with the Constitution and By-Laws of the Society and maintenance of high moral and professional character.
- Categories of membership are defined by the Board of Directors (see Bylaws, Attachment A).
ARTICLE IV - Regional Chapters, Affiliates, Sections, and Committees
Regional chapters, affiliates, sections and committees of this Society may be established in a manner authorized by the Board of Directors of the Society.
ARTICLE V – Fellowship
Fellowship in the Society recognizes special commitment and expertise in Undersea and/or Hyperbaric Medicine. Fellows (FUHMS) must be board certified in Undersea and Hyperbaric Medicine by a board sanctioned by the American Board of Medical Specialties and must be in active practice in undersea and/or hyperbaric medicine.
ARTICLE VI - Elected Officers
The elected officers of this Society shall be the President, the President-Elect, the Vice President, the Treasurer, and three (3) Members-at-Large. The President-Elect shall automatically succeed to the Presidency two years after election to the office of President-Elect. The Vice President shall also hold a two-year term after election. All elected officers succeed at the conclusion of the annual scientific meeting.
The President-Elect and the Vice President shall be elected every two years. The Treasurer shall be elected every three years. One Member-at-Large shall be elected annually, to serve a three (3) year term of office. Elections will be performed as prescribed in the By-Laws. All officers must be Regular Members of the Society in good standing. The powers and duties of the elected officers are defined and specified in the By-Laws.
ARTICLE VII - Executive Director
An Executive Director of the Society shall be appointed by the Board of Directors and must be a Member of the Society. The Executive Director's duties and responsibilities are defined in the By-Laws and by the Board of Directors. The Executive Director shall advise the Board of Directors of the Society and be responsible for the day-to-day direction of the headquarters and any satellite offices of the Society. The Executive Director is hired and may be removed by a majority vote of the Board of Directors. The Executive Director will be evaluated by the Board of Directors annually. The Executive Director shall not be allowed to run for any office of the Society for four (4) years after leaving the position of Executive Director.
ARTICLE VIII - Board of Directors
The governing body of the Society shall be the Board of Directors. The Board of Directors shall consist of the elected officers of the Society as described in Article VI, the two (2) most recent past presidents of the Society, and two representatives of the Associate members, one of whom shall be a Corporate Associate member. The Associate members of the Board of Directors shall be elected to staggered two year terms by the Associate membership. The President of the Society shall serve as the Chair of the Board of Directors. The Executive Committee of the Board of Directors shall comprise the elected officers of the Society. The Board of Directors shall represent the Society in the conduct of all scientific and business affairs, subject to the applicable provisions of the By-Laws. The Executive Director shall attend the meetings of the Board of Directors as an Ex-Officio member without voting privileges. The process for transition to constitutionally approved changes in the size, makeup and membership of the Board of Directors shall be the responsibility of the Board of Directors.
The President-elect of the Board of Directors will be the Parliamentarian using Sturgis, Edition IV.
Any member of the Board of Directors absent from three (3) consecutive Board of Directors meetings without a valid excuse will be subject to replacement.
ARTICLE IX - Meetings
The Society shall hold an annual business and scientific meeting at a time and a place to be selected by the Board of Directors. Other meetings may be convened as the President may specify. These meetings may include teleconferences and/or videoconferences.
ARTICLE X - Funds
Funds of the Society shall consist of income derived from membership dues, grants and contracts, donations, publication sales, and other sources. Annual dues may be levied upon all levels of membership as determined by the Board of Directors. The Executive Director shall assure that the funds of the Society are collected, disbursed and recorded in accordance with generally accepted accounting practices and under the general direction of the Board of Directors in accordance with the By-Laws.
ARTICLE XI - Amendments
Amendments to the Constitution may be proposed by the Board of Directors, or by the petition of 5% of Regular Members in good standing presented to the Board of Directors 30 days prior to a scheduled Board of Directors meeting. The Board of Directors reviews the proposed amendments and considers endorsement of the proposed amendments. If endorsed by a majority of the Board of Directors, the proposed amendments are then distributed to the UHMS membership by the UHMS headquarters for vote of approval or disapproval within 30 days following endorsement by the Board of Directors. Votes received within 30 days of the distribution of ballots will be counted. All Regular Members in good standing shall be eligible to vote. A means of voting electronically shall be provided through the UHMS website; also, a printable form for voting shall be placed on the UHMS website for those members who prefer to fax or mail a paper ballot to the headquarters office. The approval of at least three-fourths of the Regular Members in good standing of the Society, who vote upon the proposed amendments, shall be required for their passage and will take effect immediately.
ARTICLE I - Nominations and Elections
The President-Elect shall be Chairman of the Nominating Committee, which shall consist of the President-Elect, the immediate Past President, the Executive Director and three Regular Members appointed by the President. At least one hundred eighty (180) days in advance of the annual business meeting, an announcement requesting nominees will be placed on the Society website and within the newsletter Pressure, with a means of making nominations by e-mail. All nominees for elected office in the Society must be Regular Members in good standing. The Nominating Committee shall prepare for approval by the Board of Directors, a slate of nominees for all elected offices of the Society and for replacement of those Members-At-Large of the Board of Directors whose term of office shall end at the conclusion of the annual meeting. Additional nominations, if sponsored by at least fifty (50) Regular Members in good standing, may be made by petition to the Executive Director of the Society at least one hundred fifty (150) days in advance of the annual business meeting, provided that such petitions include the name of the nominee, the office for which nominated, the nominee's written consent to serve if elected, and the signatures of the fifty (50) sponsors.
At least one hundred twenty (120) days prior to the annual business meeting, the Executive Director shall see that the recommendations of the Nominating Committee and all other nominations received by petition are posted on the UHMS website on a form that permits on-line voting. Also, a printable form will be placed on the website in case any member would rather mail or fax their votes to the headquarters office. Notice of the posting of nominees on the website will be sent by postcard or letter and the voting procedures will be explained. A short one paragraph biographical sketch of each candidate for office shall accompany the website posting of the ballot. All votes must be forwarded to the UHMS headquarters office at least thirty (30) days prior to the annual business meeting. If there has been more than one nominee for an office, the Executive Director shall arrange for two persons who are neither UHMS staff nor Regular Members of the Society to count the votes and report the outcome to the Executive Director. Elections shall be by simple majority. The Executive Director shall announce the outcome of the election at the annual business meeting, and the new Officers shall assume office immediately after conclusion of the annual scientific meeting.
In the event that a position of the Board of Directors vacates an office for any reason, the President shall appoint the nominee for Member-At-Large who received the next highest number of votes in the immediately preceding election for the remainder of the unexpired term. In the event that individual does not desire the position, the President shall offer the appointment to the next nominee, ranked according to votes received in the immediately preceding election, progressing through the list of nominees. In the event that no nominee is available, the President shall appoint a Regular member to fill the vacancy.
ARTICLE II - Membership
Eligibility: To be eligible for membership in the Society an applicant must have demonstrated interest in the life sciences and human factors aspects of the undersea environment and hyperbaric medicine. All prospective Members must be of high moral and professional character and abide by the generally accepted standards of ethical practice for their field of endeavor. Only Regular Members in good standing shall vote or hold any Society elected office except for the duly elected representative of the Associate Membership.
Membership categories with their requirements for qualification will be determined by the Board of Directors and will be updated annually and will be posted on the website. Membership categories will be found in Attachment A to the Bylaws.
Emeritus Member – At their request, Regular Members in good standing for twenty years, who have achieved the age of seventy-five (75) years, may be a Regular UHMS member at no cost.
Disciplinary Action: The Board of Directors may at any time censure, suspend or expel any Member for cause, provided the Member is given a fair and impartial hearing to determine the appropriateness of such action and is given an opportunity to appeal the decision to the Board of Directors. Among the reasons considered appropriate cause for censure or membership revocation are: conviction of felony; malfeasance; unethical activities; or conduct derogatory to the best interests of the Society. If any Member is believed to have violated the Constitution or By-Laws of the Society or to have acted in some other manner that discredits the Society, any Member in good standing may in good faith prefer charges against him/her by filing a signed statement with the Society President. The details of the act must be adequately described and documented in this statement. Such charges shall be immediately forwarded to the accused along with a request for a rebuttal to be submitted within thirty (30) days. Copies of the original accusation and the rebuttal, or the original accusation alone if a rebuttal is not received in thirty (30) days, shall then be forwarded to the President, who will review the materials. The accused Member shall be invited to present his/her case to a select committee, appointed by the Executive Committee of the Board of Directors, made up of three (3) members, who have no conflicts of interest or direct business connections with the accused party at a specially-convened meeting held in person, by phone, or by video conference. Members of the Board of Directors are not eligible to be appointed to the select committee. After hearing the arguments of the Member, the select committee shall vote to dismiss the matter or impose disciplinary action. Dismissal of the matter may be accomplished by a simple majority vote, while passage of a resolution of censure or revocation of membership shall require an affirmative vote of all three (3) members of the select committee. Suspension of the member then requires review (including appeal from the member sanctioned for suspension), and a three-fourths majority vote of the Board of Directors. The period of suspension will be determined by the Board of Directors. After the suspension period the disciplined Member may reapply for membership. The decision of the Board of Directors is final.
ARTICLE III - Regional Chapters, Affiliates and Section
The Society shall promote and develop liaison with individuals and groups with similar interests in fields related to undersea and hyperbaric medicine. A principle goal shall be to enhance the exchange of scientific and therapeutic information in a manner which shall encourage national and international good will, and social and cultural exchanges.
The Society encourages the establishment of regional chapters when these would further the objectives of the Society. The Board of Directors shall have the authority to control the establishment and termination of such regional chapters, and to establish regulations for this purpose. Chapter members are required to have common membership with the Undersea and Hyperbaric Medical Society. The Constitution and By-Laws of the Society shall be equally binding on all such chapters and their members.
Affiliates, both international and national, shall be organizations dedicated to the goals of the Society. Organizations desiring to achieve affiliate status shall address a petition so stating, with supporting documentation, to the Board of Directors.
The Society recognizes that there are specialized areas in the general field of undersea and hyperbaric medicine. Therefore any group of ten (10) or more Members in good standing may request approval from the Board of Directors to form a Section. The principal purpose of a Section shall be to advise and inform the Society and/or Regional Chapters on matters related to that special area of interest, particularly via the newsletter Pressure, and to assist the Society, through non-voting representation, particularly on the Program and Educational Committees, in the development and presentation of appropriate material for the annual scientific meeting of the Society, Regional Chapter meetings, workshops and other educational programs.
The Society recognizes the value of formal liaison with other scientific and professional organizations whose purposes are consistent with those of Article II of the Constitution of this Society. The Board of Directors shall have the authority to negotiate an executive agreement for liaison with such other organizations subject to specific limitations of these By-Laws. The President shall appoint a Member in good standing of the Society to serve as the official liaison to the organization. This liaison shall keep the Board of Directors informed in writing, of all appropriate matters.
ARTICLE IV - Meetings of the Board of Directors
The Board of Directors shall meet at the Annual Scientific Meeting and at least on two additional dates spaced appropriately throughout the year at a time and location chosen by the President. Special meetings, including conference calls, or computer networking with e-mail votes of the Board of Directors may be called at a time designated by the President, or upon the written request of a simple majority of the members of the Board of Directors.
At any duly convened meeting of the Board of Directors, a simple majority of two-thirds of the Board of Directors present in person, or by phone, or by videoconference, or by e-mail at the start of the meeting shall constitute a quorum.
The Chair of the Board of Directors may invite any individual to report or join in discussions at a specific meeting of the Board of Directors. Such an invited individual will have no vote in the proceedings of the Board.
Any member of the Society wishing to attend a Board of Directors meeting must send a written request to the Chair at least fourteen (14) days prior to the Board meeting. The decision of the Chair is final.
The Chair may call the Board into Executive Session at any time. Executive Sessions are only called when the Board must deal with sensitive issues related to the overall health and well-being of the Society. Only the Board members and invited staff may remain in the room for the Executive Session. The Chair may invite another member to remain only if that member's attendance is integral to the Executive Session's business. All other guests of the Board must leave the room.
ARTICLE V - Duties of Officers and Executive Director
President. The President shall be the chief executive of the Society and the Chair of the Board of Directors and shall preside at all meetings of the Society and of the Board of Directors. The President shall appoint all committees and shall perform such other duties as are required by the By-Laws.
President-Elect. The President-Elect shall become familiar with the duties of the President and shall perform such other functions as the President may designate. In the event that the President is incapacitated, absent, or otherwise unable to act, the President-Elect shall serve as President for the period of such incapacity or absence. The President-Elect shall chair the Nominating Committee.
Vice President. The Vice President shall assist the President in executing the scientific and business affairs of the Society. The Vice President shall chair the Awards Committee and the International Affairs Committee. The Vice President shall always be an International Society member, who is a citizen of any country except the United States of America.
Treasurer. The Treasurer chairs the Finance Committee, works with the Executive Director and his/her financial assistant and advisor. The Treasurer also reviews the financial status of the Society and reports that financial status to the Board of Directors. The Treasurer reports annually to the membership on the financial status of the Society.
Executive Director. The Executive Director shall:
- serve at the pleasure of the Board of Directors
- be hired and removed as necessary by the Board of Directors
- advise and inform the Board of Directors on all matters of planning, policy and finances affecting the Society.
- be responsible for the day to day operation and direction of the Headquarters Offices of the Society.
- be Custodian of the Seal of the Society
- be responsible for the Society newsletter Pressure.
- be Bonded
- hire and remove staff members as he/she sees fit.
- be responsible for seeing that sound fiscal policies are practiced by the Society and its Headquarters and Satellite Offices
- sign all legally binding documents for the Society as directed by the President and/or the Board of Directors.
- be responsible for the periodic reporting of the financial records to the Board of Directors and the membership
- perform other duties from time to time as requested by the Board of Directors, or as outlined in the official position description
- perform an annual review of the administrative staff of the Society. Undergo an annual performance review by the President and the Immediate Past President, with the results of these reviews made available to the voting members of the Board of Directors at their next regularly scheduled meeting.
- be responsible for determining that the membership records of the Society are properly kept
- be responsible for seeing that the minutes of all official meetings of the Society and/or its Board of Directors are recorded
- report to the membership on such matters as nominations, elections, proposed dues changes, names of new members, and proposed amendments to the Constitution and By-Laws as prescribed.
ARTICLE VI - Committees
Standing committees shall be established as appropriate with the approval of the Board of Directors. Those persons chairing standing committees shall be responsible to the President of the Society and be required to keep the President and Executive Director informed of all committee activities. All Committee Chairs shall report in writing to the Board of Directors at it's regularly schedule meeting during the Annual Scientific Meeting. All members of committees shall be Members in good standing of the Society.
The President may create special committees, workshop committees, or such other committees as may be deemed necessary with such membership and for such period of time as may be considered appropriate.
ARTICLE VII - Indemnification of Board of Directors Members
Each Officer, Board of Directors member or Society member, acting at the direction of the Officers or Board of Directors, now or hereafter serving the Society, and his/her respective heirs, executors and personal representatives, shall be indemnified by the Society against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such officer or member, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence, recklessness, fraud, or malfeasance in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaws, agreement, vote of the Board of Directors, or otherwise.
ARTICLE VIII - Dues
Dues for Regular Members of the Society shall be approved by a majority vote of the Board of Directors. The Executive Director shall notify the membership in writing at least thirty (30) days in advance of the annual business meeting of any changes in dues.
Dues shall be due and payable annually. All Members who have not paid their dues within sixty (60) days of the due date shall be considered delinquent and shall be so notified by the Headquarters Office. If such dues have not been paid within six months, the delinquent shall no longer be a Member in good standing and shall be automatically removed from the membership roster.
Dues for member categories shall be set by the Board of Directors.
A Member dropped for non-payment of dues may be reinstated upon payment of current dues.
ARTICLE IX - 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 Board of Directors shall designate one or more organizations devoted to scientific activities to receive the remaining assets of the Society. Such recipients shall have been approved by the U.S. Internal Revenue Service as organizations founded and dedicated to tax-exempt purposes under Section 501(c)(3) of the 1954 Internal Revenue Code.
ARTICLE X – Amendments
Amendments to these By-Laws may be proposed by the Board of Directors, or by the petition of 5% of Regular Members in good standing presented to the Board of Directors 30 days prior to a scheduled Board of Directors meeting. The Board of Directors reviews the proposed amendments and considers endorsement of the proposed amendments. If endorsed by a majority of the Board of Directors, the proposed amendments are then distributed to the UHMS membership by the UHMS headquarters for vote of approval or disapproval within 30 days following endorsement by the Board of Directors. Votes received within 30 days of the distribution of ballots will be counted. All Regular Members in good standing shall be eligible to vote. A means of voting electronically shall be provided through the UHMS website; also, a printable form for voting shall be placed on the UHMS website for those members who prefer to fax or mail a paper ballot to the headquarters office. The approval of at least three-fourths of the Regular Members in good standing of the Society, who vote upon the proposed amendments, shall be required for their passage and will take effect immediately.