Adopted 15th November 2022

Amended and Restated Bylawsof theInternational Federation of Societies
for Surgery of the Hand
ARTICLE I
Name and Purposes
Section 1.

Name

The name of this corporation shall be the INTERNATIONAL FEDERATION OF SOCIETIESFOR SURGERY OF THE HAND, an Illinois not-for-profit corporation (hereinafter the"Federation").
Section 2.

Purposes(a)
The Federation is organized and operated exclusively for educational, scientific andcharitable purposes.
(b)
No part of the net earnings of the Federation shall inure to the benefit of, or be
distributable to, its directors, officers, or any other private shareholder, member or individual,
except that the Federation shall be authorized and empowered to pay reasonable compensation forservices rendered and to make payments and distributions in furtherance of the purposes set forth
herein. No substantial part of the activities of the Federation shall be the carrying on of propaganda
or otherwise attempting to influence legislation, and the Federation shall not participate in, orintervene in, any political campaign on behalf of any candidate for public office.
(c)
The Federation shall not carry on any other activities not permitted to be carried on(i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), or the corresponding provision of any future
United States internal revenue statute or (ii) by any corporation, contributions to which are
deductible under Section 170(c)(2) of the Code or the corresponding provision of any future UnitedStates internal revenue statute.

ARTICLE II
Offices
The Federation shall have and continuously maintain in the State of Illinois a registered office anda registered agent whose office is identical with that registered office, and may have such otheroffices in or out of the State of Illinois as the Executive Committee may from time to time
determine.

ARTICLE III
Members
Section 1.

Membership

Membership may be granted to any group of individuals (societies or clubs for surgery of the hand)that has been in existence for at least two (2) years and whose members have a major interest insurgery of the hand and that shares interest in and supports the purposes of the Federation.
Membership is not open to individuals.
Section 2.

Application and Election

The society shall submit its constitution (or Bylaws/Charter), a list of its officers and members,
and the requirements for admission of members. Each applicant society shall be sponsored by three(3) IFSSH Member Societies. Each application shall meet such additional criteria for membershipin the Federation as the Executive Committee may from time to time establish.
No individual country shall be represented by more than one single society except, when (1) asecond society meets the requirements for membership listed in Article III of the amended andrestated bylaws of 2022; (2) the society is sponsored by three Council delegates, one of whom isthe delegate of the existing society of the same country; (3) the application receives unanimous
approval of Council.
The Executive Committee, or a committee designated thereby, shall evaluate the credentials ofeach applicant and determine, based on the criteria set forth in these Bylaws and such otherguidelines as the Executive Committee may prescribe, whether an applicant meets thequalifications necessary for membership. Names of applicants shall be submitted to the Council
for acceptance as members. The Council will elect, reject or table such application by majority
vote of members present (other than when a second society from one (1) country applies, in whichcase unanimous approval is required).
Section 3.

Rights and Duties

Each member shall abide by these Bylaws and such other rules and regulations as the Federation
may adopt. Each member shall appoint one person to serve as its voting delegate for all Federation
matters and to represent it on the Federation’s Council. Other than as set forth below, only official
delegates may vote and hold office and each member shall have one (1) vote on matters submitted
to a vote of the membership.
Section 4.

Resignation

Members may resign from the Federation at any time by giving written notice to the SecretaryGeneral.
Section 5.

Termination

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The membership of any member who is in default in the payment of dues or assessments, orotherwise becomes ineligible for membership, will be terminated unless such termination isdelayed by the Executive Committee.

ARTICLE IV
Membership Meetings
Section 1.

Council

The membership body of the Federation shall be known as the “Council” and shall consist of theofficial voting delegate of each member and each member of the Executive Committee.
Section 2.

Delegates

Each member must appoint a person to serve as its official voting delegate and shall have the rightto substitute an alternate to serve as its delegate in the event its official delegate is unable to act.
Delegates may vote in person or by proxy. Except as set forth herein, a member may not havemore than one vote.
Section 3.

Proxies

A delegate may vote in person or by proxy. A proxy must be executed in writing and delivered to
the Secretary-General no later than the start of any Council meeting.
Section 4.

Annual Meeting

An annual meeting of the Council shall be held at such time and place as shall be determined by
the Council.
Section 5.

Special MeetingsSpecial meetings of the Council may be called at the request of the President or any three (3)members of the Executive Committee. The time and place for holding special meetings shall be
determined by the Executive Committee.
Section 6.

NoticeNotice of any annual or special meeting of Council shall state the time, date, place and purpose of
the meeting. Notice of any annual or special meeting shall be delivered not more than sixty (60)and not less than five (5) days prior to the date of such meeting, unless otherwise required byapplicable law.
Section 7.

Quorum3

One-half (½) the number of delegates eligible to vote shall constitute a quorum for the transactionof business at any duly called meeting of Council, provided that if less than a quorum is present, amajority of the delegates present may adjourn the meeting to another time without further notice.
Section 8.

Manner of Acting

The act of a majority of the delegates present at a duly called meeting at which a quorum is present
shall be the act of the Council, unless the act of a greater number is required by law, the Articles
of Incorporation, or these Bylaws.
Section 9.

Mail/Electronic Voting

Voting by mail or electronic means shall be permitted for any item of business to the full extent
permitted by the Illinois General Not-for-Profit Corporation Act of 1986, as amended. A mail orelectronic vote may be called by the Executive Committee.

ARTICLE V
International Congress
Section 1.

Schedule

The Federation shall conduct an International Congress periodically according to such schedule as
the Executive Committee may from time to time determine.
Section 2.

Host

The Council shall select a member to serve as the host of each International Congress. The hostmember will be selected by a closed vote of Council no later than the close of the penultimate
preceding International Congress and must meet such criteria for hosting as the Executive
Committee may from time to time determine.

ARTICLE VI
Dues and Assessments
The initial and annual dues for each member of the Federation, and the time for paying such dues
and other assessments, if any, shall be determined from time to time by the Executive Committee.
Any member who is in default in the payment of any dues or assessments, as determined by the
Executive Committee, shall lose voting privileges and/or be terminated unless such loss of voting
privileges or termination is delayed by the Executive Committee. Under special circumstances, theExecutive Committee may waive the annual dues and/or assessments for any member.

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ARTICLE VII
Officers
Section 1.

Officers

The officers of the Federation shall be a President, President-Elect, Secretary-General, Immediate
Past President, Communications Director, and such other officers as the Executive Committee mayfrom time to time determine (collectively referred to herein as the “Officers”). No two (2) offices
may be held simultaneously by the same person except as provided for in ARTICLE VII, Section
8 (c).
Section 2.

Terms

(a)
The President, President-Elect, Immediate Past President and Communications
Director will serve terms of three (3) years. At the conclusion of the 2028 Council meeting theposition of President-Elect will be eliminated and all references to the President-Elect will be
struck from these Bylaws.
(b)
The Secretary-General will serve a term of three (3) years until the conclusion of
the 2025 Council meeting. The Secretary-General elected in 2025 will serve until the closure of
the 2031 Delegates’ Council meeting. Thereafter the Secretary-General will serve a term of three(3) years.
(c)
Officers may not serve two (2) consecutive terms in office, except in special
circumstances as determined by the Executive Committee.
Section 3.

President

The President shall be the principal executive officer of the Federation. The President shall presideat all meetings of the Council and Executive Committee. The President may sign, with any otherproper officer authorized by the Executive Committee, any deeds, mortgages, bonds, contracts orother instruments, which the Executive Committee has authorized to be executed, except
documents the execution of which shall expressly be delegated by law, the Articles ofIncorporation, these Bylaws, or the Executive Committee to some other officer or agent. The
President shall appoint the members of all committees, subject to the approval of the Executive
Committee, except as otherwise provided by these Bylaws. The President shall be an ex-officio
member of all committees, except the Nominating Committee or as otherwise provided by these
Bylaws but shall not vote on any question in any committee except where such vote is necessary
to break a tie. The President shall, in general, perform all duties customarily incident to the officeof President and such other duties as may be prescribed from time to time by the Executive
Committee.
Section 4.

President-ElectThe President-Elect shall assist the President in the discharge of the duties of the President as the
President may direct, and shall perform such other duties as may be assigned from time to time by
the President or the Executive Committee. The President-Elect shall succeed to the presidency at
the conclusion of the President’s term or whenever that office becomes vacant.

5Section 5.

Secretary-General

The Secretary-General shall be the principal administrative officer of the Federation. The
Secretary-General shall in general, supervise and direct all of the business affairs of the Federation,subject to the direction and control of the Executive Committee. The Secretary-General will be
responsible for (i) maintaining minutes of Council and Executive Committee meetings; (ii)providing notices of meetings; (iii) coordinating the activities of the Executive Committee; (iv)maintaining adequate books of account and financial records for the Federation; (v) receiving,depositing and disbursing funds; (vi) paying expenses; (vii) working with the Federation’s
independent certified public accounting firm; (viii) maintain a list of the Federation’s founding
members; and (ix) in general, performing all other duties as may be prescribed from time to timeby the Executive Committee. The Secretary-General shall succeed to the office of President-Electat the conclusion of the President-Elect’s term or whenever that office becomes vacant. When theposition of President-Elect no longer exists, the Secretary-General automatically shall succeed tothe presidency at the conclusion of the President’s term or whenever that office becomes vacant.
Section 6.

Immediate Past President

The Immediate Past President shall serve as Chair of the Nominating Committee. The Immediate
Past President shall preside at meetings of the Federation or the Council in the absence, or uponrequest, of the President and, when so acting, shall have all the powers of and be subject to all of
the restrictions upon the President. In the event the Immediate Past President is unable to serve,
the next most immediate past president shall fill the remainder of the term.
Section 7.

Communications Director

The Communications Director will maintain the archives and artifacts of the Federation incooperation with museums and libraries designed by Council. The Communications Director will
enhance the Federation’s media presence, foster communication among members, and maintainthe Federation’s electronic/internet presence. The Communications Director will perform such
additional duties as may be assigned by the Executive Committee.
Section 8.

Vacancies(a) In the event of the death, resignation, removal, or incapacity of the President, the President
Elect shall succeed to the position of President. The President Elect position shall remain vacant
until the conclusion of the 2028 Council meeting, after which it will cease to exist as per ARTICLE
VII, Section 2 (a).
(b) In the event of the death, resignation, removal, or incapacity of the President Elect, thePresident Elect position shall remain vacant until the conclusion of the 2028 Council meeting, after
which it will cease to exist as per ARTICLE VII, Section 2 (a), and if this occurs prior to the 2028
Council meeting, the Secretary-General shall succeed to the presidency.
(c) In the event of the death, resignation, removal, incapacity, or mid-term ascension to thepresidency of the Secretary-General, the Nominating Committee that served at the most recent
annual meeting shall call for nominations for Secretary-General and present a slate of qualified
candidates to the Delegates’ Council for vote. The elected candidate shall fill the vacated position

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for the remainder of the unexpired term. The President shall assume the Secretary General duties
until the newly elected Secretary General assumes office. If the Secretary General ascends to thepresidency due to a midterm vacancy in the office of President, the position of Secretary General
will remain vacant until it is filled according to the process specified in ARTICLE VII Section 8(c).
(d) In the event of the death, resignation, removal, or incapacity of the Immediate Past
President, the Penultimate Past President shall assume the position of Immediate Past President.
The Penultimate Past President shall serve as Immediate Past President for the remainder of theunexpired term but is not eligible to serve a consecutive term as Immediate Past President.
(e) In the event of the death, resignation, removal, or incapacity of the Communications
Director, the Nominating Committee that served at the most recent annual meeting shall call for
nominations for Communications Director and present a slate of qualified candidates to theDelegates’ Council for vote. The elected candidate shall fill the vacated position for the remainderof the unexpired term.
(f) Notwithstanding what is stated above regarding the Immediate Past President, any person
filling an Officer position vacancy with less than one-half (½) the term remaining is eligible toserve a consecutive full term in such office.
Section 9.

Resignation and Removal

Any Officer may resign at any time by giving written notice to the President. In addition, an
Officer may be removed from office by a two-thirds vote of the Executive Committee at any
meeting thereof, whenever, in its judgment, the best interests of the Federation would be served
by such action; provided, however, pursuant to applicable law, only Council has the authority toremove an Executive Committee member from the Executive Committee.

ARTICLE VIII
Chief Administrator
The administrative and day-to-day operation of the Federation shall be the responsibility of asalaried staff head or firm employed or appointed by, and responsible to, the Executive Committee.
The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall havethe title of "Chief Administrator.” The Chief Administrator shall have the authority to executecontracts on behalf of the Federation and as approved by the Executive Committee. The Chief
Administrator shall assist the Secretary General in the administration of the finances of theFederation and perform such other duties as may be specified by the Executive Committee. The
salaried staff head or firm shall employ and may terminate the employment of members of thestaff necessary to carry out the work of the Federation. The Chief Administrator shall be invited
to attend and participate, without vote, in all regular and special Executive Committee meetings
except those held in executive session. The Chief Administrator shall be invited to attend andparticipate, without vote, in all Delegates' meetings.

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ARTICLE IX
Executive Committee
Section 1.

Authority and Responsibility

The affairs of the Federation shall be managed by a board of directors known as the Executive
Committee. The Executive Committee shall have supervision, control and direction of the affairsof the Federation, shall determine its policies or changes therein within the limits of these Bylaws,
shall actively promote its purposes and have discretion in the disbursement of its funds. The
Executive Committee may adopt such rules and regulations for the conduct of its business as shallbe deemed advisable and may, in the execution of the powers granted, appoint such agents as it
may consider necessary.
Section 2.

Composition, Nomination, Election and Term(a)
The Executive Committee shall be composed of no less than seven (7) and no morethan ten (10) members as follows: the President, the President-Elect, the Secretary-General, theImmediate Past President, the Communications Director and five (5) Members-at-large as follows:one (1) from the Asia Pacific region, one (1) from North and Central America (including
Caribbean) region, one (1) from the South America region, and two (2) from the Europe and Africa
region.
(b)
Executive Committee members shall serve for their respective terms as set forth inthese Bylaws, or until such time as their successors are duly elected, qualified, and take office.
(c)
The Members-at-large will serve a three (3) year term. Members-at-large may notserve consecutive terms as Members-at-large.
(d)Candidates for each office and for Member-at-large will be recommended by the
Nominating Committee for election by Council.
(e)
Officers and Members-at-large shall take office immediately upon the conclusionof the annual Council meeting at which they are elected or appointed and shall continue in office
until their successors are duly elected, qualified and take office. In the event the election of officers
and Members-at-large is conducted by mail, email or electronic ballot, or by other electronicmeans, officers and Members-at-large shall take office immediately upon the conclusion of thefirst annual meeting of Council following their election.
Section 3.

Qualifications

Officers and Members-at-large shall meet such qualifications to serve in office as the Executive
Committee shall from time to time determine.
Section 4.

Mail Ballot

The Federation may conduct elections of officers and directors by mail ballot, e-mail ballot,
electronic ballot, or other electronic means. The Executive Committee may establish rules for the
conduct of such elections.

8Section 5.

Regular Meetings

The Executive Committee may provide by resolution the time, date and place for the holding of aregular annual meeting of the Executive Committee and additional regular meetings of the
Executive Committee without other notice than such resolution.
Section 6.

Special MeetingsSpecial meetings of the Executive Committee may be called by, or at the request of, the President
or upon a written request to the President of three (3) members of the Executive Committee.
Notice of any special meeting of the Executive Committee shall state the time, date, and place ofthe meeting and shall be delivered at least fifteen (15) days prior to the date of such meeting,provided that notice of any special meeting held by teleconference call is delivered at least twentyfour (24) hours prior to the teleconference. Attendance of an Executive Committee member at any
meeting shall constitute a waiver of notice of such meeting except where an Executive Committee
member attends a meeting for the express purpose of objecting to the transaction of any businessbecause the meeting is not lawfully called and convened.
Section 7.

QuorumA majority of the Executive Committee shall constitute a quorum for the transaction of business atany duly called meeting of the Executive Committee; provided that, if less than a quorum is present
at said meeting, a majority of the Executive Committee members present may adjourn the meetingfrom time to time without further notice.
Section 8.

Manner of Acting

The act of a majority of the Executive Committee members present at a duly called meeting at
which a quorum is present shall be the act of the Executive Committee, unless the act of a greaternumber is required by law, the Articles of Incorporation, or these Bylaws.
Section 9.

Vacancies

In the event of the death, resignation, removal, or incapacity of a Member-at-large, the Nominating
Committee that served at the most recent annual meeting shall call upon the Societies of the regionof the involved Member-at-large to nominate candidates to fill such vacancy. The Nominating
Committee shall present a slate of qualified Member-at-large candidates to the Delegates’ Council
for a vote. The elected individual shall fill the remainder of the unexpired term. Any person fillinga vacancy with less than one-half (½) the term remaining is eligible to serve a consecutive fullterm in such office.
Section 10.

Resignation and Removal

Any Executive Committee member may resign at any time by giving written notice to the
President. An Executive Committee member may only be removed by a two-thirds vote of thedelegates present and voting (either in person or by proxy) at a duly called Council meeting at
which a quorum was present. No Executive Committee member shall be removed at a Council

9

meeting unless the written notice of such meeting was delivered to all delegates. Such notice muststate that a purpose of the meeting is to vote upon the removal of one or more Executive Committee
members named in the notice, and only the named Executive Committee members may beremoved at such meeting.
Section 11.

Action by Written Consent

Any action requiring a vote of the Executive Committee may be taken without a meeting if aconsent in writing, setting forth the action taken, is signed by all of the Executive Committee
members.
Section 12.

Meeting by Conference Call

Any action to be taken at a meeting of the Executive Committee may be taken through the use of
a conference telephone or other communications equipment by means of which all persons
participating in the meeting can communicate with each other. Participation in such a meetingshall constitute presence in person at the meeting of the persons so participating.

ARTICLE X
Committees
Section 1.
(a)Standing Committees
Nominating Committee.
i.

Composition. The Nominating Committee shall consist of the President, thetwo (2) most recent Past-Presidents, and two (2) delegates selected by Council
and will be chaired by the Immediate Past President.

ii.

Term. Members of the Nominating Committee shall serve single terms of
three (3) years. Except for the President and the two (2) most recent PastPresidents, no person serving on the Nominating Committee may serve
additional terms.

iii.

Duties. The Nominating Committee shall solicit nominations for open
positions on the Executive Committee and shall submit to the Council a listof qualified candidates to succeed those Executive Committee members
whose terms expire, without automatic succession, at the conclusion of thenext annual Council meeting. The Nominating Committee also shall nominate
individuals to be Pioneers. The criteria and process for becoming a Pioneer
shall be established by Council. No member of the Nominating Committee iseligible for elected office.

(b)
Other Standing Committees. Other standing committees may be established byresolution of the Executive Committee to carry out the purposes of the Federation. The resolution
establishing such a committee shall set forth the committee's purpose and composition.

10Section 2.

Ad Hoc Committees

The President may appoint such ad hoc committees as are necessary or appropriate to carry out the
purposes of the Federation. An ad hoc committee created by the President shall terminate with theexpiration of the President's term of office. Ad hoc committees may be established for longer
periods with the approval of the Executive Committee.
Section 3.

Appointment

Unless otherwise provided by these Bylaws or the resolution establishing the committee, thePresident shall appoint the chair and members of each committee with the approval of the
Executive Committee. Any member of any committee may be removed by the person or persons
authorized to appoint such member whenever in their judgment the best interests of the Federation
would be served thereby.
Section 4.

Vacancies

Except as otherwise provided herein, vacancies in the membership of a committee shall be filledby appointments made in the same manner as the original appointments to that committee.
Section 5.

Quorum and Manner of Acting

Unless otherwise provided in the resolution establishing a committee, a majority of the wholecommittee shall constitute a quorum, and the act of a majority of the members present and voting
at a duly called meeting at which a quorum is present shall be the act of the committee.
Section 6.

Policies and Procedures

The Executive Committee shall develop and approve general policies and procedures for theoperation of all committees.

ARTICLE XI
Finance
Section 1.

Contracts

The Executive Committee may authorize any officer or officers, agent or agents of the Federation,in addition to the officers so authorized by these Bylaws, to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the Federation, and such authority may begeneral or confined to specific instances.
Section 2.

Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences ofindebtedness issued in the name of the Federation shall be signed by such officer or officers, agent
or agents of the Federation and in such manner as shall from time to time be determined by11resolution of the Executive Committee. In the absence of such determination by the Executive
Committee, such instruments shall be signed by the Secretary-General and countersigned by the
President.
Section 3.

Deposits

All funds of the Federation shall be deposited to the credit of the Federation in such banks, trust
companies, or other depositories as the Executive Committee may select.
Section 4.

Bonding

The Executive Committee shall provide for the bonding of such officers and employees of theFederation as it may from time to time determine.
Section 5.

Gifts

The Executive Committee may accept on behalf of the Federation any contribution, gift, bequest
or devise for the general purposes or for any special purpose of the Federation.
Section 6.

Books and Records

The Federation shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of the Council, the Executive Committee and any committees having
the authority of the Executive Committee. The books and accounts of the Federation shall be
audited or reviewed annually by accountants selected by the Executive Committee.
Section 7.

Fiscal YearThe fiscal year of the Federation shall be determined from time to time by the Executive
Committee.

ARTICLE XII
Waiver of Notice
Whenever any notice is required to be given under applicable law, the Articles of Incorporation orthese Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice.

ARTICLE XIII
Indemnification of Directors and Officers
The Federation shall indemnify all delegates, officers, Executive Committee members, andcommittee members of the Federation to the full extent permitted by the Illinois General Not For
Profit Corporation Act and shall be entitled to purchase insurance for such indemnification of12

officers and directors to the full extent as determined from time to time by the Executive
Committee.

ARTICLE XIV
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority
vote of the Council delegates voting, in person or by proxy, provided that the substance of thealteration, amendment or repeal has been approved by the Executive Committee and submitted inwriting to the Council not more than sixty (60) and not less than five (5) days prior to the date bywhich the same is to be considered.

ARTICLE XV
Dissolution
In the event of the dissolution of the Federation, the Executive Committee shall, after paying or
making provision for the payment of all of the liabilities of the Federation, dispose of all of theremaining assets of the Federation (except any assets held by the Federation upon condition
requiring return, transfer or other conveyance in the event of dissolution, which assets shall be
returned, transferred or conveyed in accordance with such requirements) exclusively for the
purposes of the Federation in such manner, or to such organization or organizations as shall at thetime qualify as a tax-exempt organization or organizations recognized under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding provisions ofany future United States Internal Revenue statute, as the Executive Committee shall determine.
Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of thecounty in which the principal office of the Federation is then located, exclusively for such purposesin such manner, or to such organization or organizations, which are organized and operated
exclusively for such purposes, as said court shall determine.

ARTICLE XVI
Use of Electronic Communication
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under thesebylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any
action or approval required to be written or in writing may be transmitted or received by electronic
mail or other electronic means.

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