By-Laws of the
International Society for Virtual Rehabilitation
(Articles of Incorporation)
As amended at a meeting of the Board of Directors on April 15, 2010
Terminology
Within the scope of these Bylaws, the following terms apply:
- “Virtual Rehabilitation” is understood to group all forms of clinical intervention (physical, occupational, cognitive, or psychological) that are based on, or augmented by, the use of virtual reality, augmented reality and computing technology. The term applies equally to interventions done locally, or at a distance (tele-rehabilitation).
- “Society” is to be understood as meaning the International Society for Virtual Rehabilitation, Inc.
Article I. PURPOSE
Section 1. Purpose
The International Society for Virtual Rehabilitation has as its main purpose the encouragement of research in, education in, advocacy of, and improved collaboration between researchers, clinicians, industry and policy makers with regard to, virtual rehabilitation and tele-rehabilitation. The Society purpose will be fulfilled through scientific meetings, tutorials, publications, postings on the Web, awards, sponsored pilot research, and other exchange of information.
The International Society for Virtual Rehabilitation is organized exclusively for educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2. Exclusion
Notwithstanding any other provisions of these Bylaws, the Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under section 501.c(3) of the Internal Revenue Code, or the corresponding section of any future tax code. The Society shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance to the purpose of the Society.
No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article II. MEMBERSHIP
The society will have members, and membership is renewed every two years. Membership in the Society shall be open to all qualified individual persons, organizations, or other entities interested in the field of virtual rehabilitation and/or tele-rehabilitation, upon application to the Secretary, followed by remittance of membership dues to the Treasurer as hereinafter provided. Membership period will coincide with the calendar year. Continuing membership shall require payment of renewal dues. A member who does not remit biennial dues for renewal of membership will have membership revoked if the non-payment exists for one calendar year.
The Membership Categories include:
- Regular Membership: Open to any individual person with a professional degree (Bachelors or Higher) working in a research, educational, commercial, or clinical environment, and directly or indirectly concerned with Virtual Rehabilitation and/or Tele-rehabilitation (VRT). Regular Membership entitles the holder to vote in all elections.
- Student Membership: Open to any individual with full-time student status at a recognized degree-granting institution. A letter from the Dean's Office or Faculty Staff, or a scanned valid student ID, certifying this full-time student status must be submitted on initial application and renewal of membership. Student Membership does not carry voting privileges.
- Corporate Membership: Open to any corporate entity that designs, produces or provides products or services relating to VRT and wishes to participate in the activities of the Society. Corporate Membership does not carry voting privileges.
- User Membership: Open to any user of virtual rehabilitation or tele-rehabilitation or family member who wishes to participate in the activities of the Society. User Membership does carry voting privileges.
Section 2. Right of Members to Vote
Each voting member (regular) shall be entitled to one (1) vote on any question requiring a vote of the membership of the organization. Membership will entitle an individual to attend society-affiliated conferences and other events at a reduced fee. Regular and user members are eligible to serve as Trustees and/or on the Board of Directors, or other ad-hoc committees, upon election. Members, regardless of type, will be able to post on the society moderated email list.
Article III. MEETINGS
Section 1. Annual Meeting
Annual meetings of the Society shall be held at dates and places to be decided by the Board of Directors. All members shall be notified in writing/email, not less than six months before each Annual Meeting. Meetings will typically be held in conjunction with a society-affiliated conference. Board members who are unable to attend in person will be permitted to contribute electronically.
Section 2. Society Sponsored and Affiliated Conferences
The Society shall support and promote scientific conferences. The Board of Directors, upon recommendation of the Secretary, will determine whether to agree a Memorandum of Understanding with such conferences.
The founding conferences of the Society, the International Conference on Disability, Virtual Reality and Associated Technologies (ICDVRAT) and International Conference on Virtual Rehabilitation (ICVR20XX), will be designated as ISVR Conferences and will be maintained as the principal annual conferences of the Society. Both ISVR Conferences will remain as independent organisations, intellectually and financially, but will maintain a close cooperative partnership with the Society to co-promote the professional aims of the Society.
Other conferences with which Memoranda of Understanding are established will be designated ISVR Affiliated Conferences. Affiliation status can be granted to other conferences, upon written request from their governing bodies. At the time of inauguration, the Society recognises two ISVR Affiliated Conferences: ArtAbilitation and Laval Virtual Reality International Conference (VRIC).
Regular and student members attending sponsored and affiliated conferences will receive a discount on the normal registration fee. Corporate members will receive a discount when exhibiting at an affiliated conference. First-time and renewing members can pay their membership as part of conference fee, if they so desire. In that case the conference organizers will forward membership proceeds to the Society Treasurer.
Section 3. Special General Membership Meetings
In the case of extraordinary circumstances, a general membership meeting may be called if at least 5 members of the Board of Directors petition the President of the Society. Within two weeks of such petition, the President shall notify the general membership of the time and location of an extraordinary meeting that must be held within two months of the date of the announcement.
Article IV. DUES AND FEES
Section 1. Establishment of Dues and Fees
Dues and fees for each category of membership shall be set and reviewed biennially and may be modified periodically by the Board of Directors, if needed.
Section 2. Use of Dues and Fees
The annual dues and any other fees collected by the Society shall be used only for legitimate expenses associated with the Society, such as periodic filings fees for Internal Revenue Service and other authorities, fee for services purchased for Society functioning (including secretarial, book keeping and web maintenance), support for organization of its affiliated meetings, publicity costs, mailings to members and other interested persons, Society awards and sponsored pilot research (subject to availability of funds), and fund raising activities for the Society. Such legitimate expenses will be determined by the Board of Directors.
Article V. DISSOLUTION
Section 1. Distribution of assets upon dissolution.
Upon the dissolution of the Society, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article VI. OFFICERS
Section 1. Officers and Their Terms
The officers of the Society shall consist of a President, Vice President, Secretary, Treasurer, and role specific Chairs identified below, each of whom shall serve for a term of three years, without compensation. No individual shall serve more than two consecutive terms in the same office. Only regular members are eligible to hold office. Normally, terms of office shall be based upon the calendar year and shall begin on January 1st of the year following an election.
During the inaugural period, the terms of office will vary between 2 and 4 years to allow for continuity of leadership in the Board of Directors for future years.
Section 2. President
The President shall preside at meetings of the membership and of the Board of Directors and shall perform the recognized functions of the office. To insure continuance of society actions and historical knowledge, the President will serve a 3 year term as Past President.
Section 3. Vice-President
The Vice President shall preside in the absence of the President and shall perform the recognized functions of the office. If the office of President becomes vacant, the Vice President shall automatically become President for the remaining period of the term of the President. To insure continuance of society actions and historical knowledge, the Vice President, subject to confirmation through election, will normally succeed as President for a further 3 year term.
Section 4. Past President
To insure continuance of society actions and historical knowledge, the Past President shall advise the incoming President.
Section 5. Secretary
The Secretary shall give notification of the date, time and place of meetings of the Board of Directors of the Society, and keep the minutes of all meetings of the Board of Directors, the annual meetings and any extraordinary meetings of the Society. The Secretary shall prepare such directives and other documents as are needed and authorized by the Board of Directors. The Secretary shall also determine the eligibility for membership of qualified individual persons, organizations, or other entities interested in the field of VRT who apply for membership in the Society, in consultation with the Membership and Awards Director. In consultation with the Board the Secretary will coordinate Society Fundraising activities.
Section 6. Treasurer
The Treasurer shall keep and maintain accurate accounts of the transactions of the Society, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Society with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Society as may be ordered by the Board, shall render to the President and Directors, whenever they request it (but no less than twice/fiscal year), an account of all his or her transactions as Treasurer and of the financial condition of the Society, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. For purposes of reporting, the Society fiscal year coincides with the calendar year.
Section 7. Chair of Communications and Public Relations
The Communications and Public Relations Chair will serve as a liaison with Media organizations, will arrange for advertisements and publicity for the Society, with coordinate with the Publicity Chairs of affiliated conferences, will draft Press Releases as directed by the Board of Directors, and will otherwise serve as a spokesman and advocate for the Society in conjunction to government and other organizations interested in VRT. The Chair shall be responsible for developing policy recommendations regarding the relationship with other societies and associations.
Section 8. Chair of Publications and Standards
The Publications and Standards Chair will undertake such activities as drafting and publishing Society Newsletters, standards and other drafting activities as requested by the Board. This includes the development and maintenance of an online VRT Glossary.
The Chair shall promote publications related to VRT in IEEE TNSRE, IEEE BME, Physical Therapy, CyberTherapy and Behavior and any other relevant journals.
Section 9. Chair of Membership and Nominations
The Membership and Nominations Chair will undertake such activities aimed at increasing society membership, as well as activities aimed at maintaining membership status. The Chair will also organize a nominating committee charged with identifying potential candidates for positions on the Board and as Officers of the Society.
Section 10. Chair of Awards
The Chair of Awards will establish Awards in recognition of member’s achievement and organize and coordinate the activities of the Awards Committee.
Section 11. Roles of Officers
President: Interact with all members of the board to identify issues and steps for resolution, call for votes, initiate task forces, assign duties to the rest of the board, gather information on progress, and report to group at large.
Vice President: Web editor; develop a member’s only page that will give members access to each other, discussions, uploads, and our repositories as a way of promoting membership in the society; organize and manage email newsletters to the members at-large.
Treasurer: Collect dues and other income for the society, identify new sources of income, keep the society’s books current, pay bills and invoices, manage web page costs, and report to the board about society finances on at least an annual basis.
Secretary: Tally votes, summarize decisions following web discussion, keep track of and report on new directions in the field to the board members.
Chair of Communications and Public Relations: reach out to other VR communities, send out ads and publicize accomplishments of society members, reach out to business to become commercial members, and invite other groups to participate at our meetings
Chair of Publications and Standards: identify sources for publication of presentations by society members, work with the VP to maintain and update a repository of information which will include but not be limited to a glossary of terms, uploaded presentations and images and active links to affiliated society’s repositories.
Chair of Membership and Nominations: recruit new members, address membership issues, identify collaborative and networking opportunities for members, organize a nominating committee to identify potential nominees to serve as officers of the and board members.
Chair of Awards: identify reasons and sources for awards, organize committees to vote on and deliver awards; establish an Awards Committee.
Board Members: Support the society by supporting the roles of each officer of the society, vote on issues in a timely fashion, identify actions that need to be taken, participate in task forces and discussion, and identify members and communities that may be interested in joining with us. Contribute to the email newsletter.
Section 12. Termination of Duties of an Officer
Officers shall normally serve their full term. In exceptional circumstances, a sitting officer may be removed from office by a majority vote of voting membership. Each officer shall, upon the expiration of his/her term, or the termination of duties for any other reason, deliver to the successor the records of office.
Section 13. Vacancies in an Office (Executive Officers)
A vacancy in the office of President, Vice President, Secretary or Treasurer may be filled temporarily by an appointment made at a meeting of the Board of Directors. A person thus appointed will serve the remainder of the unexpired year’s portion of the term until the next Society annual meeting or until ratification vote of the membership is held. If the appointed person is ratified, he or she will serve the remainder of the 3-year term of office.
Section 14. Vacancies in an Office (Chairs roles)
A vacancy in Chairs may be filled by an appointment by the President. A person thus appointed will serve the remainder of the unexpired year’s portion of the term until a ratification vote of the Board is held. If the appointed person is ratified, he or she will serve the remainder of the 3-year term of office.
Section 15. Inaugural Appointments and Continuity
To avoid all officers coming to the end of their first term in the same year, and to ensure continuance of society actions and historical knowledge, the terms of office of all inaugural officers will be varied to between two and four years. The details of such variations with regard to the inaugural officers are specified in the Addendum.
Article VII. GOVERNING BODY
Section 1. The Board of Directors
All official business shall be conducted by the Board of Directors of the Society, consisting of President, Vice President, Secretary, Treasurer and regular Board members of the Society. The term of a member of the Board of Directors shall nominally be six years, with a minimum expectation of service of three years. Terms shall be based upon the calendar year and shall begin on January 1st of the year following an election. Until elections interim Board Members will be the Trustees of the Society. There is no limit in the number of Board members, save that there should be sufficient to fulfil the executive function of the society. The Boards will seek to have a User representative as part of its membership. The Board will vote to appoint a student member and an early career investigator to the Board, each of whom will have full voting rights on the Board. These Board member roles are appointed annually and current appointees may be reappointed to these roles.
Section 2. Membership of the Board
Only regular members of the Society (excepting the student member) shall be eligible for Board membership. The Directors shall serve without compensation. In addition to the Board members, there shall be liaison representatives from other related Societies. These Liaison Members of the Board shall be appointed by their respective societies for terms determined by their governing Bylaws. These Liaison Members shall have no Board voting privileges, but shall act in an advisory capacity to the Society Board.
Section 3. Vacancies in the Board of Directors
A vacancy in the Board of Directors shall be filled by the appointment of another eligible member by the Board of Directors. In the event that a vacancy persists until the end of a calendar year, the office shall be filled by the electorate at the yearly election. A Director thus appointed or elected shall hold the office for the remainder of the unexpired term.
Section 4. Meetings of the Board of Directors
There shall be a meeting of the Board of Directors at the time and place of the annual meeting. Additional meetings may be called by the President or, in his/her absence or inability, by the Vice President. In the event of the refusal of the President to call such a meeting, a special meeting of the Board may be called by at least five directors. Adequate notification of the date, time and place of the meetings of the Board of Directors shall be given by the Secretary to each Director. Meetings may be alternately held via the Internet.
Section 5. Quorum of the Board of Directors
The presence (physical or virtual) of five members of the Board at a Board meeting shall be necessary to constitute a quorum for the transaction of business. Every act or decision by a majority of the Board present at a meeting duly held, at which a quorum is present, shall be regarded as a valid act of the Board of Directors.
Section 6. Removal of a Director
Any Board member may be removed from the Board by a majority vote of the Board, on recommendation of the President. The vacancy so created will be filled as specified in section 3 above.
Section 7. Chief Executive Officer
A Chief Executive Officer (CEO) shall be appointed by the Board of Directors to oversee the corporate functions of the Society. Normally this Officer will also serve as Treasurer. These functions shall include the filing of tax and corporate status documents with the Secretary of State of the State of New Jersey, and the United States Internal Revenue Service. The CEO shall act as the official Officer of Record for the Society and shall have the authority and support of the Board of Directors and the Society as a whole in these fiscal and reporting matters. The CEO so named by the Board of Directors shall serve in this capacity until he/she chooses to retire from this position or until removed by a vote of 2/3 of the members of the Board of Directors.
The CEO, as appointed by the Board of Directors, shall serve in this capacity for a period of three years. The Board of Directors may reappoint a serving CEO for a following term of office. There is no limit to the number of terms the CEO serves.
The Board will ensure that the non profit status is maintained in appointment of the CEO (see Article XIV, Section 2).
Article VIII. ELECTIONS
Section 1. Notice of Election
Notice of the election of the members to the Board of Directors and election of Society President, Vice President, Secretary and Treasurer shall be made to all members. A call for the nomination of candidates will be given at the yearly Society conference in the year when the term of the Board member expires. The President has the authority to appoint all other Directors, subject to ratification by the Board of Directors.
Section 2. Election Committee and Nomination Process
The President shall appoint an Election Committee to consist of a chairman (i.e., the Chair of Membership and Nominations), and three or more voting members. No more than two of the members of the Election Committee may be on the Board of Directors. The names of the Election Committee members, a request for nomination from the members of the Society and a notice of the deadline for the submission of nominations shall be distributed to all voting members in good standing at the annual meeting preceding the election or by September 15th, whichever occurs first. A nomination may be made by a single voting member. Nominations must be received by the Election Committee by July 1 of the year of the election. After the deadline for receipt of nominations, the Election Committee shall report to the President the names of the nominees that have been selected and have given their agreement to stand for the election as new directors and officers.
The election committee will ensure that the non profit status is maintained in its short listing of candidates for the posts of President, Vice President and Secretary (see Article XIV, Section 2).
Section 3. Ballots
A ballot including the nominations shall be distributed to all members in good standing by September 1 of the year of the election. Ballots must be returned to the Election Committee by November 1. It is envisioned that such ballots will be electronic, and/or voting will be arranged on the Society web site (www.isvr.org).
Section 4. Election Procedure
Ballots shall be counted by the Election Committee and the candidates receiving the largest numbers of votes will be certified as elected. Results of the election shall be announced to the membership by November 15th of that year. In case of a tie vote a majority of the Board of Directors shall decide the outcome of that election. The newly elected Directors and Officers shall take office at the beginning of the calendar year following the election.
Article IX. FISCAL YEAR
Section 1. Fiscal Year
The fiscal year of the Society shall be the calendar year. Each year an Audit Committee will be appointed by the Board of Directors. The Audit Committee will examine the financial records of the Society and will report its findings in writing at the following Annual Conference.
Section 2. First Fiscal Year
First Society fiscal year shall be 2008. Start up costs are office supplies, postage, data backup, web fees, incorporation and other filing fees, and such. Start up costs will be covered by Rutgers University, up to the amount of $10,000, and subsequently from membership income and donations/sponsorships.
Article X. AMENDMENTS
Section 1. Amendment Procedures
These Bylaws may be amended by an affirmative vote of two-thirds of the Board of Directors.
Article XI. MEETING FORMALITIES
Section 1. Annual Meeting Agenda
The agenda for the annual meeting of the Society shall be prepared jointly by the Officers (President, Vice President, Secretary, Treasurer, Publicity/Public Relations Director and Publications/Standards Director, and Membership and Awards Director), and shall include, but not be limited to, the following:
a. Roll Call and Determination of Quorum
b. Approval of the minutes of the previous annual meeting
c. Reports from the Officers
d. Reports from Standing Committees
e. Election of Officers (every two years) and members of the Board of Directors (every year)
f. Business presented by the Board of Directors
g. Business presented by any member of the Society, in writing, to the Secretary in advance of the meeting.
h. Adjournment
The annual meeting will be presided over by the President of the Society, or, in his/her absence, by the Vice President.
Article XII. SOCIETY RECORDS
Section 1. Society Records Requests
Meeting or Committee Meetings, and Financial Statements shall be available to any category of member upon written request to the Secretary. Any documents so provided will be electronic form only.
Section 2. Society Web Site
The domain www.isvr.org was acquired until 2013. It will be used advertise the Society, for membership dues processing, posting of the Glossary, and links to Society-affiliated conferences, Awards, and other Society-related content.
Article XIII. COMMITTEES
Section 1. Committees
Standing and ad-hoc committees are permissible. These shall be constructed as directed by the Board of Directors. The President shall prepare a written charge to the committee that will be approved by the Board of Directors. Examples of Committees that might be formed at some future date include:
Audit Committee: The Audit Committee shall examine the financial records of the Society and will report its findings in writing at the following Annual Conference.
Bylaws Committee: The Bylaws Committee shall manage proposed amendments to the Bylaws. All proposed Bylaw amendments will be presented to the Board of Directors by the Bylaws Committee.
Development and Long-Range Planning Committee: The Development and Long-Range Planning Committee shall develop and implement fund-raising activities of the Society and propose strategic long term visions for VRT.
Education and Awards Committee: The Education, and Awards Committee shall monitor the quality of and insure the continuity of educational courses that accompany each meeting; it shall provide continuity of materials from meeting to meeting; it shall develop criteria for Society Awards and select Award winners.
Election Committee: The Election Committee shall oversee the election process, including the nomination process, the distribution of ballots, the counting of ballots, and the certification of the election process.
Meetings Committee: The Meetings Committee ad hoc members shall include current chairs, chairs of past meetings, and chairs of upcoming meetings and shall report on meeting activity to the Board of Directors who shall establish expectations, priorities, and objectives.
Section 2. Implementation
The chairperson of each standing committee shall, with the approval of the Board, be appointed by the President and serve one year. A chairperson whose term of office has expired shall continue to serve until a successor is appointed and is ready to serve. A standing committee chairperson is limited to serving no more than four successive terms. Unless stated otherwise in these Bylaws, a majority of all standing committee members shall be members of the Society. Unless stated otherwise in these bylaws, members of committees shall be appointed by the respective committee chairpersons and ratified by the Board of Directors. The terms of office of all committees’ members shall be one year and are renewable. Standing committee subcommittees may be organized and directed by committee chairpersons. The President may establish other committees as deemed necessary or as directed by the Board of Directors.
Article XIV. SOCIETY STATUS
Section 1. Status
The Society is founded as a non-profit corporation based in the State of New Jersey, USA. The Society will follow all laws and regulations pertaining to its non-profit status. The Society will also register as a non-profit organization with the Internal Revenue Service (IRS).
Section 2. Executive Officers of the Society
For the purpose of non-profit status, the Executive Officers of the Society are identified in the roles of the President, the Secretary and the Chief Executive Officer. To satisfy the state laws governing non-profit organizations, it is a requirement that the majority of the Executive Officers be US citizens.
Addendum. INGAUGURAL TERMS FOR OFFICERS
Section 1. Inaugural Officers
The inaugural Officers of the Society are:
President: Emily Keshner, Temple University, USA
Vice-President: Sue Cobb, Nottingham University, UK
Secretary: Paul Sharkey, University of Reading, UK
Treasurer / CEO: Grigore (Greg) Burdea, Rutgers University, USA
Chair of Membership and Nominations: Patrice (Tamar) Weiss, University of Haifa, Israel
Chair of Communications and Public Relations: Albert (Skip) Rizzo, University of Southern California, USA
Chair of Publications and Standards: Daniel Thalmann, Ecole Polytechnique Federale de Lausanne, Switzerland
Chair of Awards: Mindy Levin, McGill University, Canada
Section 2. Variations on Inaugural Terms of Office
The agreed variations in the inaugural terms of office are:
President: Emily Keshner, 01.2009 - 12.2011
Vice President: Sue Cobb, 01.2009 - 01.2012
Secretary: Paul Sharkey, 01.2009 - 12.2011
Treasurer / CEO: Grigore (Greg) Burdea, 01.2009 - 12.2012
Chair of Membership and Nominations: Patrice (Tamar) Weiss, 01.2009 - 12.2012
Chair of Communications and Public Relations: Albert (Skip) Rizzo, 01.2009 - 12.2012
Chair of Publications and Standards: Daniel Thalmann, 01.2009 - 12.2013
Chair of Awards: Mindy Levin, 01.2009 - 12.2013
End of Document