The undersigned, after having met on 3rd November 2002 in Taormina, Italy, decided to establish the Mediterranean Society of Reproductive Medicine, a society for the study of all aspects of reproductive medicine, for the promotion of science and research in all aspects of human reproduction, for the understanding of evidencebased practice between clinicians and for the enhancement of communication between scientists interested in these subjects, do hereby adopt the following bylaws, for the purpose of establishing a non-profit organization:

Article 1 Name

The name of the society shall be the “Mediterranean Society of Reproductive Medicine”, hereinafter referred to as “the Society”

Article 2 Objectives

The objectives of the Society shall be:

(a) to promote the study, research and knowledge of all aspects of reproductive medicine,

(b) to organize, prepare, hold and participate in international meetings and congresses on subjects related to objective (a),

(c) to advance the interchange of research plans and experience between individual members of the Society,

(d) to offer a platform from where points of view can be disseminated. This will be achieved by organizing congresses, symposia, seminars and workshops, as well as by publishing a newsletter. The Society will also support the publication of a journal related to its objectives,

(e) to promote the practice of reproductive medicine through teaching and other forms of education,

(f) to guarantee knowledge of evidence-based practice and Continuing Medical Education (CME) in reproductive medicine.

Article 3 Powers

The Society shall be entitled:

(a) to own, lease and dispose of all kinds of property, wherever situated, real and personal,

(b) to open and close bank accounts,

(c) to hold scientific meetings and other CME activities of all kinds and subjects in any country,

(d) to participate in and cooperate with other bodies, associations or groups having objectives similar or conductive to those of the Society,

(e) to give and receive grants for the purposes of studies in the field indicated under objective 2 (a),

(f) in addition, to have all the powers grated to a corporate body.

Article 4 Membership

(a) Members of the Society may be clinicians, scientists or embryologists involved in basic research or clinical work, or who have an interest in these or other aspects of this particular field.

(b) The participants in the founding meeting of the Society in Taormina on 3rd November 2002 shall be “Founding Members”.

(c) Members shall be accepted irrespective of sex, race, language, religion or political persuasion. The sole criterion for membership shall be based on clinical and/or academic level or the comparable level of scientific achievement of the applicant.

(d) Only membership on an individual basis will be accepted.

Article 5 Applications for membership

(a) Requests for membership shall be made in writing on the application form of the Society and submitted to the Executive Committee, stating the applicant’s wish to join the Society.

(b) Application for membership shall imply approval of the statutes of the Society.

(c) Applications shall be approved by the Executive Committee, by a majority vote.

(d) Notification of the decision shall be sent to the applicant.

Article 6 Types of Membership

Membership will be of three kinds, namely active membership, associate membership and honorary membership. Active membership will apply to all new members joining the Society. Associate membership will apply to clinicians, scientist and embryologists who are serving in approved residencies or fellowships. In order to become associate member, the department head must certify the reported status. The executive committee will award honorary membership by a majority of votes from among proposals by its members.

Article 7 Termination of Membership

Membership shall be terminated:

(a) by notice of resignation,

(b) by failure to pay the membership fee for two consecutive years,

(c) by the death of the member,

(d) by striking-off, voted by the Executive Committee by a two-thirds majority. The member concerned shall have the right of appeal against the decision before the General Assembly.

Article 8 Membership fee

(a) The annual membership fee shall be fixed by the executive board.

(b) National branches shall be empowered to collect an additional fee from the members living in their jurisdictions to cover expenses relating to their local activities.

(c) Honorary members will be exempted from annual membership fees.

Article 9 Organs of the Society

The organs of the Society shall be:

(a) the General Assembly,

(b) the National Branches,

(c) the International Council of Delegates,

(d) the Executive Committee.

Article 10 General Assembly

The General Assembly shall be the supreme authority of the Society. It shall include all members. If during an initial vote a quorum of 40% of the members is not reached, the Assembly shall hold a second poll after 30 minutes on the same subject, and the decision shall then be taken by a simple majority of the voters, whatever the number of members present. The Society Web-site shall be the major avenue of communication to all Members. Special notices shall appear on a regular basis.

Article 11 - Functions of the General Assembly.

The General Assembly shall fulfill the following functions:

(a) election of the members of the Executive Committee from a list of candidates drawn up by the International Council of Delegates, if this exists; if this does not exist the General Assembly shall make its own choice,

(b) approval of the reports, the accounts and the budget,

(c) formal ratification of the appointments of the Delegates to the International Council of Delegates,

(d) amendment of the Statutes when proposed by the Executive Committee with the support of the International Council of Delegates.

Article 12-. Meetings of the General Assembly

(a) A General Assembly shall be convened at least once every two years, preferably at the same time and place as the International Congress.

(b) Any fifty members shall be entitled to request the Executive Committee to convene an Extraordinary General Assembly, provided the request is made in writing and states that the object of the Assembly is urgent. Such requests shall be laid before a meeting of the Executive Committee specially called for that purpose and shall be acted upon approved by a two-thirds majority of all the members of the Executive Committee.

Article 13 - Proceedings of the General Assembly

(a) The General Assembly shall be composed of the members. All members shall be entitled to vote at the General Assembly and to be elected as a member of the Executive Committee or as a member of the International Council of Delegates.

(b) The General Assembly shall be presided over by the Chairman of the Executive Committee.

(c) The members shall have one vote each and decisions shall be taken by a majority vote. Voting shall be secret only if so requested by a majority of the members. In the event of a tie, a second poll shall be held. If the votes in the second poll are once more split equally, the Chairman shall have the deciding vote or may strike the motion from the agenda.

(d) Decisions on any amendment of the Statutes that may be proposed by the Executive Committee with the support of the International Council of Delegates shall require approval by a two-thirds majority of the voters present.

Article 14 - Members' proposals

Any member may request the inclusion of an item on the agenda of the General Assembly. Such requests shall be made in writing and must reach the address of the Executive Committee at least six weeks before the date of the General Assembly. If approved by the Executive Committee the request shall be submitted to the General Assembly.

Article 15 - National Branches of the Society

(a) In each country, the members of the Society may form a National Branch of the Society

(b) National Branches shall be entitled to nominate one candidate for the International Council of Delegates.

(c) National Branches with more than one hundred members may nominate a second candidate for the International Council of Delegates. This ratio shall be subject to periodical revision by the Executive Committee.

(d) The National Branches shall meet from time to time, at their discretion. For the election of candidates for the International Council of Delegates and other matters connected with the international activities of the Society, the Branches shall comply with these bylaws and vote in accordance with the procedure laid down in Article 13 above insofar as the local laws currently in force permit the application of the Society’s bylaws.

Article 16 - International Council of Delegates

The International Council of Delegates, hereinafter referred to as “the Council”, shall be a consultative body with the following functions:

(a) election of the Executive Committee.

(b) propose amendments to the Statutes submitted by the Executive Committee. This shall require the approval of the Council before they can be laid before the General Assembly.

Article 17 - Delegates

(a) Candidates for the Council must be members of the Society.

(b) Members of the Council, hereinafter referred to as "the Delegates", shall be appointed for five years. They shall be re-eligible.

Article 18 - Local functions of the delegates

In addition to their functions as members of the Council, the Delegates shall have the following local functions:

(a) to aid in the collection of membership fees from the members of the Society,

(b) to advise the Executive Committee concerning membership applications, especially in regard to status and eligibility,

(c) to recruit members of the Society,

(d) to organize national and regional meetings, courses and workshops with the assistance of other members of the Society,

(e) to assist in publicizing the International Congresses and advise congress organizers in regard to subjects and speakers from the various countries,

(f) to assist in sending copies of Society publications to local members,

(g) to arrange for the collection of fees, in addition to the membership fees of the Society, to cover the cost of local activities.

Article 19 - Proceedings of the International Council of Delegates

(a) The members of the International Council of Delegates shall meet during the Congress before the General Assembly, or at other times, at their discretion. The meetings shall be chaired by the Chairman, or in his absence by the Executive Secretary. The Council shall take decisions by a majority of vote, each Delegate having one vote. In the event of a tie, a second poll shall be held. If the votes are split equally in the second poll, the motion shall be struck off the agenda.

(b) Council members may act by delegating their powers in writing to another member of the Council or they may communicate their decision in writing, or vote by mail.

(c) The Council shall maintain a minute book in which major decisions shall be recorded.

(d) The members of the Council may be candidates for election to the Executive Committee.

Article 20 - The first Executive Committee

The first executive committee shall consist of the founding members who have convoked in Taormina on 3rd November 2002 during the First Mediterranean Congress on Reproductive Medicine, and will serve for one term until the time of the following election. The first Executive Committee may take any action and appoint any body or bodies that may be required for the proper management of the Society in the interim period.

Article 21 - Election of the Executive Committee

(a) The International Council of Delegates shall elect the Executive Committee, hereinafter referred to as “the Committee”. The Committee shall consist of at least eight members, elected for a term of five years, including the Chairman, the Executive Secretary and the Treasurer.

(b) In the event of any Committee member resigning or vacancies arising on the Committee for any reason, the remaining Committee members shall be entitled to appoint a member or members to serve on the Committee until the next election; although failure to fill the vacancies shall not invalidate in any way the actions of the Executive Committee.

Article 22 – Tasks of the Executive Committee

The Executive Committee shall fulfill the following functions:

(a) it shall manage the affairs of the Society

(b) it shall aid and advise in the preparation of the congresses and meetings

(c) it shall approve new members and strike off members

(d) it shall coordinate and promote the exchange of information between members

(e) it shall promote the formation of national branches

(f) it shall maintain direct contact with the Editor-in-Chief of proposed journal

(g) it shall submit to the General Assembly its suggestions concerning the fixing of membership fees

(h) it shall appoint an Administrator

(i) it may prepare proposed amendments to the Statutes if it deems this necessary or if requested to do so by at least fifteen members of the Society and provided the proposal is approved by a two thirds majority of all the Committee members; such proposals shall require approval by the International Council of Delegates before they can be laid before the General Assembly (j) it shall implement the decisions of the General Assembly

(k) it shall otherwise act for and on behalf of the Society.

Article 23 – Administrator / coordinator

The Executive Committee may appoint an Administrator (Coordinator) to execute and supervise the execution of the administrative tasks for which it is responsible, the collection of membership fees, correspondence and all operations relating to the Society's funds. The Administrator shall draw up in joint agreement with the Chairman, or in the latter's absence, another member of the Committee, the agenda for Executive Committee meetings, shall draft the minutes of the meetings, and shall convoke the members of the Society to the General Assemblies. The Administrator shall bind the Society for amounts not exceeding Euro 5,000 by his sole signature and for higher amounts by signing jointly with the Chairman, the Executive Secretary or the Treasurer, two signatures being required.

Article 24 - Employees

The Executive Committee shall have the right to appoint and discharge any and all kinds of employees, as it deems necessary at its discretion. The Committee may delegate certain of its powers to one or more of its members or to any persons or person, even if they are not members of the Society, in matters concerning the promotion of the efficient running of the work of the Society.

Article 25 - Proceedings of the Executive Committee

(a) The Committee members shall meet from time to time, at their discretion, and shall take decisions by a majority vote, each member of the Committee having one vote. In the event of a tie, a second poll shall be held. If the vote is split equally in the second poll, the motion shall be brought again at the following meeting.

(b) Committee members may act by delegating their powers in writing to another Committee member or, in the event of absence, shall communicate their decision in writing by mail.

(c) The duties of the members of the Executive Committee shall be those commonly assumed in their special office and any others that may be delegated to them by the Committee.

(d) The Chairman shall preside at the meetings of the Committee. In his absence, he shall be replaced by the Executive Secretary or the Treasurer.

(e) The Executive Committee shall maintain a minute book in which major decisions shall be recorded.

Article 26 - Seal or rubber stamp

The Society shall have a seal or a rubber stamp with its name engraved thereon.

Article 27 - Address of the Society

The seat of the Society shall be at the registered address of the Society in Alexandria, Egypt. The mail of the Society will be sent to the address of the Administrator / coordinator.

Article 28 - Liquidation of the Society

In the event of the liquidation of the Society's affairs and property having been decided by the General Assembly of the Society at a special meeting called for that purpose, a liquidator or liquidators shall be appointed by the Executive Committee and after payment of any debts, the property shall be distributed to non-profit associations of a medical, educational or charitable nature, at the discretion of the Executive Committee.

Article 29 – Language of the Society

English shall be the official language of the Society.