ISR Béclère-Fuchs Foundation Bylaws

THE INTERNATIONAL SOCIETY OF RADIOLOGY BÉCLÈRE-FUCHS FOUNDATION (ISR FOUNDATION) BYLAWS (adopted 11.29.25)

ARTICLE I: NAME

Section 1: Name

The name of this organization shall be the International Society of Radiology Béclère-Fuchs Foundation, hereinafter referred to as the ISR Foundation.

ARTICLE II: SCOPE AND PURPOSES

Section 1: Scope

The scope of the ISR Foundation comprises all branches of diagnostic and therapeutic radiology including x-ray technologies, sonography, magnetic resonance imaging and spectroscopy, and interventional radiology, nuclear medicine, and biology and physics as related to medical imaging.

Section 2: Purposes

The ISR Foundation shall be a nonprofit organization whose objectives are the following:

A. To serve as the charitable arm of the International Society of Radiology (ISR).

B. To solicit and receive contributions from individuals, industry, radiology organizations including ISR member societies and other foundations.

C. The Foundation may make grants for charitable, educational and scientific purposes to support ISR’s objectives including mission-aligned activities and programs of the ISR.

D. To accept, hold, invest, and administer any property – real, personal, or mixed – by gift, devise, bequest, purchase, lease, loan, or otherwise, absolutely or in trust, for any of the foregoing purposes and carry out the directions and exercise the powers contained in any trust or other instrument under which such property may be received, including, but without limitation, the expenditure of the principal, as well as the income, of any property so received, if authorized or directed in such trust or other instrument. If any such property is received without any designation of specific use, the ISR Foundation shall expend the income and principal thereof for any one or more of the foregoing purposes in such manner and amounts and at such time or times as deemed proper by the Executive Committee.

E. The ISR Foundation shall be organized and operated exclusively for charitable scientific and educational and other mission-related purposes.

F. To have and exercise all other powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the State of Illinois, (USA).

G. No part of the net earnings of the ISR Foundation shall inure to the benefit of, or be distributable to, its officers, directors, members or other private persons, except that the ISR Foundation 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 this section.

ARTICLE III: OFFICES

The ISR Foundation shall have and continuously maintain in the State of Illinois, USA, a registered office and a registered agent whose office is identical with such registered office, and may have such other offices inside or outside the State of Illinois as the Executive Committee may from time to time determine.

ARTICLE IV: GOVERNANCE

Section 1: Governance Structure

The ISR Béclère-Fuchs Foundation is a charitable organization governed by its Board of Directors. The Foundation has no formal members. Its activities and initiatives are directed by the Foundation Board and its Executive Committee in alignment with its charitable mission.

The Foundation may elect to establish an Advisory Council composed of representatives from ISR member societies and philanthropic partners to provide input on charitable initiatives. Advisory Council members shall have no governance authority.

ARTICLE V: BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1: Powers

The property and affairs of the ISR Foundation shall be managed by its Board of Directors and Executive Committee.

Section 2: Number, Qualification, Selection, and Tenure

A. The ISR Foundation Board of Directors shall be composed as follows:

1. The ISR President, President-elect, Secretary-General, Treasurer, and immediate Past President. These Directors will serve as the ISR Foundation President, President-elect, Secretary-General, Treasurer, and immediate Past President respectfully.

2. The ISR President shall appoint two additional Directors from the ISR Executive Committee.

3. The ISR President shall also appoint two additional delegates who are not current members of the ISR Executive Committee, such as former ISR officers or other individuals with expertise valuable to the Foundation’s mission.

4. The tenure of Directors who are ISR Executive Committee members will coincide with their tenure on the ISR Executive Committee.

5. The tenure of Directors who are not ISR Executive Committee members shall be two years, renewable for up to three consecutive terms.

B. The ISR Foundation Executive Committee shall be composed as follows:

1. The ISR Foundation President, President-elect, Secretary-General, Treasurer, and immediate Past President.

2. The tenure of the ISR Foundation Executive Committee members will coincide with their tenure on the ISR Board of Directors.

Section 3: Rules and Regulations

The Executive Committee shall write Rules and Regulations for the conduct of the ISR Foundation. These Rules and Regulations shall include, but are not limited to:

A. Memorandum of Understanding (MOU): Defining the relationship between ISR and the Foundation, including roles, responsibilities, and collaboration on mission-aligned projects.

B. Program Services Agreement (PSA): Outlining the scope, terms, and conditions for ISR to provide services that support the Foundation’s charitable initiatives.

C. Grant Guidelines: Establishing the criteria, application process, and reporting requirements for ISR or other entities to receive Foundation funding for charitable, educational, or scientific programs.

The Rules and Regulations shall be maintained on a continuous basis; modifications shall be approved by the Executive Committee by majority vote.

ARTICLE VI: OFFICERS

Section 1: Officers

The officers serve as the leadership of the ISR Foundation, providing governance, oversight, and operational guidance. The officers shall be the President, President-elect, Secretary-General, Treasurer and the immediate Past President, who together comprise the ISR Foundation Executive Committee.

Section 2: President

The ISR Foundation President will serve as chair of the ISR Foundation Board of Directors and the ISR Foundation Executive Committee and shall cast the deciding vote (at either meeting) in the case of a tie. The President shall prepare the agenda, preside at all meetings and gatherings of the ISR Foundation Board of Directors and Executive Committee, and perform such other duties as may be prescribed from time to time by the Executive Committee. The President shall appoint qualified individuals, create special committees for particular purposes as needed, and exercise other such rights as the bylaws or parliamentary procedure may require. The President shall be a member ex officio of all committees and has the right but not the obligation to participate in the deliberations of any committee.

Section 3: President-Elect

The ISR Foundation President-elect shall serve as a member of the ISR Foundation Board of Directors and the ISR Foundation Executive Committee and assume the duties of ISR Foundation President at the conclusion of the President’s term or midterm if the President is unable to fulfill the duties of the office.

Section 4: Immediate Past President

The immediate Past President shall serve as a member of the ISR Foundation Board of Directors and the ISR Foundation Executive Committee.

Section 5: Secretary-General

The Secretary-General shall serve as a member of the ISR Foundation Board of Directors and the ISR Foundation Executive Committee and direct responsibility for the operation of the ISR Foundation secretariat, including the preservation of all ISR Foundation records and minutes of meetings, establishment of protocols, and oversight of the performance of the executive director.

Section 7: Treasurer

The Treasurer shall serve as a member of the ISR Foundation Board of Directors and the ISR Foundation Executive Committee. The Treasurer shall serve as the principal accounting and financial officer of the ISR Foundation and have charge of, and be responsible for, the maintenance of adequate books of account for the ISR Foundation. In addition, the Treasurer shall (1) supervise and be responsible for the custody of all funds and securities of the ISR Foundation and for their receipt and disbursement; (2) deposit all funds and securities of the ISR Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article XI of these bylaws; and (3) in general perform all duties customarily incident to the office of treasurer and such other duties as may be assigned from time to time by the President or the Executive Committee.

Section 8: Executive Director

The ISR Foundation Executive Committee may appoint an executive director for a term to be determined by the Committee. The executive director, under direction of the Secretary-General, shall perform the duties that the title of that office ordinarily connotes or those assigned by the Secretary-General and other officers.

ARTICLE VII: MEETINGS

Section 1: Regular Meetings

A. Foundation Board of Directors Meetings:

The ISR Foundation Board of Directors, including the Foundation Executive Committee, shall meet at least quarterly or as often as necessary to carry out the business of the ISR Foundation. Meetings of the Board of Directors may be conducted by electronic means.

B. ISR Foundation Executive Committee Meetings:

The ISR Foundation Executive Committee shall participate in all regular meetings of the Foundation Board. Additionally, the Executive Committee shall meet separately twice per year, coinciding with the regular meetings of the ISR Executive Committee, or as otherwise deemed necessary to address Foundation-related matters. Meetings of the Executive Committee may be conducted by electronic means.

Section 2: Quorum and Manner of Acting

A majority of the ISR Foundation Board of Directors or Executive Committee shall constitute a quorum. 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 greater number is required by law, the articles of incorporation of the ISR Foundation, or these bylaws.

Section 3: Special Meetings

Special meetings of the ISR Foundation may be called at the discretion of the ISR Foundation Board of Directors or Executive Committee at the discretion of the President. Notice, including the purpose of the meeting, shall be provided to each voting member at least 14 days prior to the meeting. No business beyond the stated purpose shall be conducted.

Section 4: Notice

Notice of any regular meeting, which will occur each quarter, shall be provided to each ISR Foundation Board or Executive Committee member at least 14 days prior to the meeting. If a quorum of Foundation Board or Executive Committee members is unavailable for a particular meeting date, the Foundation Board or Executive Committee will notify members within those 14 days of an alternative meeting date. Notice may be delivered personally or mailed, telefaxed, or sent via electronic mail to the address on record. If mailed, such notice shall be deemed to be delivered when the note is delivered to the postal service. Any member may waive notice of any meeting. Attendance at any meeting constitutes a waiver notice unless the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5: Compensation

The ISR Foundation Board of Directors and Executive Committee members shall not receive salaries for their service. However, the Executive Committee may authorize reimbursement of reasonable travel expenses or a fixed attendance stipend. Nothing herein prevents a member from receiving fair compensation for unrelated services rendered to the Foundation.

ARTICLE VIII: COMMISSIONS AND COMMITTEES

Section 1: Appointment

The Executive Committee may from time to time establish such commissions and committees as are deemed advisable. The President may appoint the members of a committee or commission, subject to the approval of the Executive Committee.

The President shall be an ex-officio member of all committees and may be chair of any of them, should that be necessary.

Section 2: Standing Committees

The Foundation may name one or more Standing Committees.

ARTICLE IX: FINANCES, BOOKS, AND RECORDS

Section 1: Books and Records

The ISR Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and Executive Committee.

ARTICLE X: INDEMNIFICATION

Section 1: Direct Indemnification

To the full extent specifically authorized by, and in accordance with the procedure prescribed in, Section 108.75 of the Illinois General Not-for-Profit Corporation Act (or the corresponding provisions of any future statute applicable to corporations organized under that Act), the ISR Foundation shall indemnify any and all of its directors, officers, committee members, employees, agents and other authorized representatives for expenses and other amounts paid in connection with legal proceedings (whether threatened, pending or completed) in which any such persons become involved by reason of their serving in any such capacity for the ISR Foundation.

Section 2: Insurance

Upon specific authorization by the Executive Committee, the ISR Foundation may purchase and maintain insurance on behalf of any or all officers, committee members, employees, agents or other authorized representatives of the ISR Foundation against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the ISR Foundation would have the power to indemnify them against any such liability under the provisions of Section 1 of this article.

ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section 1: Contracts

The Executive Committee may authorize any officer or officers or agent or agents of the ISR Foundation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ISR Foundation, and such authority may be general or confined to specific instances.

Section 2: Checks, Drafts, Etc.

Subject to the direction of the Treasurer, all checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the ISR Foundation shall be signed by such officer or officers or agent or agents of the ISR Foundation in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer and countersigned by the President or the Secretary-General of the ISR Foundation.

Section 3: Deposits

All funds of the ISR Foundation shall be deposited from time to time to the credit of the ISR Foundation in such banks, trust companies, or other depositories as the Executive Committee may select.

Section 4: Gifts

Any officer or director may accept on behalf of the ISR Foundation any unrestricted or unconditional contribution, gift, bequest, or devise for the general purposes or for any special purpose of the ISR Foundation. Any restricted or conditional contribution, gift, bequest, or device may be accepted only by the Executive Committee on behalf of the ISR Foundation.

ARTICLE XII: FISCAL YEAR

The fiscal year of the ISR Foundation shall begin on the first day of January in each calendar year and end on the 31 day of December in each calendar year.

ARTICLE XIII: WAIVER OF NOTICE

Whenever any notice is required to be given under applicable law, the articles of incorporation, or these 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 XIV: RULES OF ORDER

In absence of any provisions to the contrary in these bylaws, all meetings of the ISR Foundation shall be governed by the parliamentary rules and usage contained in the current edition of Sturgis’ Standard Code of Parliamentary Procedure.

ARTICLE XV: AMENDMENTS

Amendments to these bylaws may be proposed by the Board of Directors and must be received by the Secretary-General 30 days prior to the meeting of the ISR Foundation Board of Directors. The Secretary-General will present the proposed changes of the bylaws to the ISR Foundation Executive Committee. An affirmative vote of two-thirds of ISR Foundation Board of Directors is required for the adoption of amendments to the Bylaws.

ARTICLE XVI: DISSOLUTION

The ISR Foundation, as the charitable arm of the ISR, may be dissolved by a two-thirds majority vote of the ISR Executive Committee if it determines the Foundation has fulfilled its mission or is no longer needed to support ISR’s charitable purposes.

Upon dissolution, after paying or making provision for the payment of the Foundation’s liabilities, the remaining Foundation assets shall be distributed exclusively for charitable, educational, or scientific purposes consistent with the Foundation’s mission, including to organizations which are qualified as exempt within the meaning in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law) as the Executive Committee shall determine. Such distribution shall be directed by the ISR Executive Committee.