Constitution

1. NAn-profit making, scientific society is hereby founded that shall hereinafter be known as the Cyprus Society of Medical Informatics. Registered offices of the Society shall be based in Nicosia, Cyprus.

2. DEFINITIONS

In this document, the following terms have these definitions as indicated:
a) "Council" refers to the society's Administrative Council.
b)"President" refers to the elected president of the Administrative Council.
c) "Scientists" refers to persons holding a recognized University Degree.
d) "Committee" refers to any group or body designated by the Administrative Council for the purpose of the study or promotion of any specific subject or matter concerning the Society.

3. AIMS OF THE SOCIETY

a) The incorporation of communications technology in general in the field of medicine, including Telemedicine, multimedia, and the Internet, with a view to education of members of the medical profession and ultimately, improvements in the provision of patient care.
b) The provision of assistance towards the establishment of the appropriate legal and procedural infrastructure that will promote the applications of Informatics in the field of Medicine.
c) The organisation of educational seminars, conferences, discussion groups and other activities that promote research, progress and the furtherance of the applications of communications technology in the field of medicine.
d) Co-operation with allied organizations and the local authorities of the Republic of Cyprus and other countries.

4. SOCIETY INCOME

Society funds and income shall be derived from subscriptions, enrolment fees, gifts, grants, subsidies, inheritances, income from society activities, or any other income from whatever source legally available to the society.

5. MEMBERS

Members of the society are classified as:
a) Regular members
b) Corresponding members
c) Honorary members

a) Regular members may be:

i) Any medical practitioner registered with the Cyprus Medical Council who is a permanent resident of Cyprus who expresses an interest in, and supports the aims of the society.
ii) Any member of any paramedical or allied profession, or any member of a profession pertaining to the field of Informatics who is a permanent resident of Cyprus and who expresses an interest in, and supports the aims of the society.

b) Corresponding Members may be:

Any medical practitioner or scientist involved in the field of Informatics who is a permanent resident of a country other than Cyprus, who has an interest in informatics as applied to medicine, and who expresses an interest in, and supports the aims of the society.

c) Honorary Members may be:

Any person designated as such by the Administrative Council in recognition of a significant contribution by them towards the society or its aims.

Every ordinary, Corresponding or honorary member has the right to submit, in writing to the Administrative Council any matter or subject for study or for a resolution.

6. HONORARY PRESIDENT

The Administrative Council has the power to designate as honorary president or presidents any person or persons of high professional or social standing and recognized contribution to the field of medical informatics. The designation of honorary president by the Council requires a majority vote of three quarters of the council members present following a secret ballot. Such a motion can be considered only if the subject has been included in the agenda.

7. ADMISSION TO MEMBERSHIP

a) Enrollment of members :
Ordinary or Corresponding members are admitted to membership following the submission and approval by the Council, of the relevant written application form, the payment of an enrollment fee of one (1) Cyprus pound and the subscription fee for the first year. Members not registered with the Cyprus Medical Council may be required, in addition, to submit copies of their university degrees or other professional diplomas.

b) Subscription Fees
The annual subscription fee is designated as ten (10) Cyprus pounds. This amount may be increased or reduced following a decision of the society general assembly arrived at by simple ballot vote, following a recommendation by the Council.
Only ordinary members are required to pay an annual subscription fee.

c) Disqualification of members
A member can be expelled from the society following a decision by the council, if:
i) It is considered that her or his actions or behaviour are at conflict with the aims or interests of the society.

It is implied that the member in question has a right to a hearing prior to any decision concerning his or her expulsion. Appeals against any such decision by the Council can be submitted by the member in question to the General Assembly of the society.

ii) The member has subscription fees in arrears for a period exceeding three years.

d) Resignation of members
Any member has the right to resign from the society at his or her discretion, providing that their subscription dues are in order.

8.CONTRIBUTORS & BENEFACTORS

The Council can designate, from time to time, contributors and benefactors of the society. The relevant procedures shall be dictated by the circumstances that apply in each case.

9. ELECTIONS AND THE RIGHT TO VOTE

Only ordinary members shall be entitled to vote and to be elected to membership of the Council. Elections to membership of the Council shall be by secret ballot.

10. RULING BODIES

Ruling bodies of the Society are the member's General Assembly and the Administrative Council.

11. ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

a) Ordinary General Meetings shall be convened during the first three months of every second year by invitation sent to each member (by facsimile, mail or electronic mail) at least 15 days prior to the date set for the meeting, or by announcement in the Press. Both invitations and announcements in the Press must list the agenda and specify the date time and place of the meeting. The presence of at least one half the members of the Society at the meeting shall be considered a quorum. If no quorum is present, the meeting is postponed for 30 minutes and reconvened, in which case a quorum is considered to be present regardless of the number of members present.

b) Extraordinary General Meetings are convened by the Council whenever they see fit, or following on a written requisition by at least one fifth of the members of the Society provided they are up to date with their subscription obligations. Procedures for these meetings are subject to the provisions set out in section 11a.

c) Each member may give written authorisation (Proxy) for any other member to represent him or her at any General Meeting. The authorised member is entitled to exercise all the rights of the member that he or she represents. If the member that is represented intends to accept election to Council office, this intention must be specified in the written authorisation.

It is implied that each member has the right to submit not more than one proxy to the Secretary of the Council not later than thirty minutes prior to the time of commencement of the General Meeting in question.

d) Except for those cases specified otherwise in the current constitution, resolutions during General Meetings are decided by majority vote of the members present, and in case of equality of votes the deciding vote rests with the President.

e) Voting during General Meetings is by a show of hands, except when deemed otherwise in specific cases, or if the constitution specifies otherwise.

f) Any resolution arrived at during a General Meeting is null and void if it is contrary to the Law or the Constitution of the Society.

12. ADMINISTRATIVE COUNCIL

a) The Administrative Council shall consist of seven members. At least 4 (four) of these must be Medical Practitioners. If in the first seven elected nominees, there are not at least 4 medical practitioners, then the next medical practitioner in line is elected instead of any other nominee who is not a medical practitioner, and so on.

b) Each nomination for election to membership of the Council must be proposed by a member of the Society, and supported by another. In order for the nomination to be valid, each candidate's subscription dues must be in order.

c) The 7 members of the Administrative Council are elected by the assembly of the General Meeting as follows:

i) During the Founding Meeting, seven members are elected to Council for a six-month period until the first Ordinary General Meeting.

ii) At the end of the initial six month period, a new Council consisting of seven members is elected at the first Ordinary General Meeting for a two year period in office.

d) The members of the Council elect among themselves the President, Vice-President, Secretary and Treasurer.

e) In case of development of a vacancy in the Council, this vacancy shall be filled by the first runner-up of the last elections (subject to the provisions set out in section 12a) for the remainder of the Council's period in office. In case of development of vacancies in more than one half of the seats of the Council, an Extraordinary General Meeting is convened and elections are carried out in order to fill those seats.

f) The Council may from time to time, appoint members to Committees empowered to handle specific matters. Any member, whether ordinary, Corresponding or honorary, is eligible for appointment to such committees.

g) Any member of the Council may be expelled from his position for actions or behaviour at conflict with the aims or interests of the society or the provisions of the Constitution, following a decision of the council that has a majority of two-thirds of its members.(5 votes)

It is implied that matters concerning the disqualification of a member of the Council are included in the agenda, and that the member in question is granted the right to a hearing prior to any decision concerning his or her expulsion.

h) The Administrative Council is the highest governing body of the society, and exercises all such powers necessary for the management of the affairs of the society.

In particular, the Council:
i) Determines the general policies, the direction, and actions in general of the society so that it may achieve its goals.

ii) Approves, prior to their submission to the General Assembly, the society's income and expenditure accounts and balance sheets as prepared by the Treasurer.

iii) Proposes, modifies or rejects internal rules which regulate the function of the Council and the Committees. It is implied that internal regulations should not be contrary to the resolutions of the General Assembly or the Constitution of the Society.

iv) Has the power to appoint an employee or employees for the society, under terms and conditions that it deems appropriate for the good of the society.

DUTIES AND POWERS OF COUNCIL OFFICIALS

President of the Council

The President of the Council, together with the Secretary, represents the Society in all its legal and judicial activities before any Authority or Court and before any natural or legal person. With the Secretary, he convenes and presides over the meetings of the Council and General Assembly, is responsible for the publication of the annual report of the activities of the society during the tenure of his presidency, and is answerable during the General Meetings to the society members for the activities of the Council as well as the programs and activities of the society in general. He countersigns, together with the treasurer, all documents pertaining to society income or expenditure, as well as all bankers cheques for amounts greater than 100 (one hundred) Cyprus pounds. During elections, he has the deciding vote in all cases of equality of votes.

Vice-President of the Council

The Vice-President replaces the President during his absence, and carries out any duties that are assigned to him by the President.

Secretary

The Secretary a) represents, together with the president, the Society in all its dealings with any third persons b) countersigns, with the President, all society documents or writs c) keeps the minutes of all meetings of Council d) is responsible for the management of the Society's office activities and correspondence e) With the President , convenes and presides over the meetings of the Council and General Assembly f) maintains a general register of members g) replaces the President during absences of the President and Vice-President.

Treasurer

The treasurer a) is responsible for the keeping of the societys books of account b) keeps receipts of the societys income and expenditure c) keeps accurate records of the societys finances and acts according to the directions and resolutions of the council d) collects the subscription fees e) deposits in a bank of Cyprus chosen by the council and in the name of the Society every sum above fifty pounds, within 48 hours f) is entitled to sign cheques up to a sum of one hundred pounds on behalf of the Society, while cheques for a greater amount must be countersigned by the President g) Draws up the Societys yearly financial statement and submits it for approval to the Council and Annual General Meeting.

14. PROCEEDINGS OF THE ADMINISTRATIVE COUNCIL

a) Ordinary meetings of the council are convened by the President at least every second month, while extraordinary meetings are convened by the President or following a request submitted to him by at least two members of the Council.

b) Over half the members of the Council constitute a quorum.

c) Resolutions of the council, except where otherwise specified by the Constitution, are determined by a simple majority of votes of members present. In cases of an equality of votes, the President has the deciding vote.

d) Members shall be given at least three days notice of the convening of a meeting of the Council.

15. AUDITORS

The auditors of the Societys accounts are appointed by the members' General Assembly.

16. BUDGET AND YEARLY BALANCE OF ACCOUNTS

The Administrative Council approves the Budget and yearly Balance of Accounts. The yearly Balance of accounts is submitted for approval at an annual General Meeting of the members of the Society.

17. GOVERNING BODY RESOLUTIONS

No resolution of the Council or any other governing body can be contrary to a resolution of the General Assembly, or an article of the constitution, or the Law.

18. ABSENCES OF MEMBERS OF COUNCIL

Any member of the Administrative Council who is absent without reasonable and timely excuse, for three consecutive meetings, is disqualified from council membership, and his place filled subject to the provisions of section 12 of the constitution.

19. AMENDMENTS TO THE CONSTITUTION.

The constitution can be amended by the General Assembly, convened expressly for that purpose, following a majority vote of three quarters of the members present at that meeting. However, for amendments to the section concerning the aims of the society, a three quarter majority vote of all the ordinary members of the society is mandatory.

20. DISSOLUTION OF THE SOCIETY

a) The dissolution of the Society may be decided by the General Assembly, convened expressly for that purpose, following a majority vote of three quarters of the members present at that meeting.

b) In case of dissolution of the society, its assets shall be donated to a philanthropic institution decided upon during the meeting at which the decision for the dissolution of the Society has been taken.

21. REPRESENTATION OF THE SOCIETY

The society is represented in its affairs in and out of court by the President or the Secretary.

22. THE SOCIETY SEAL

The Society uses an official Seal that has the words "Cyprus Society of Medical Informatics" in English and/or Greek.

23. OTHER MATTERS

Subject to the provisions of section 17, any matter not provided for by the articles of the constitution may be regulated by resolutions of the Administrative Council, which is the only body empowered to interpret in this way, the provisions of the constitution.

It is implied that any resolution of the Administrative Council, as referred to above, may be discussed, approved or rejected at the next Ordinary or Extraordinary General Meeting of members.

24. INAUGURAL MEETING

The present constitution was adopted at an inaugural meeting of the Founding Members of the Society, on the 4th July 1997 at the offices of the Pancyprian Medical Association at 14 Thasos Street. Nicosia.