ARTICLE 1 – PURPOSES
SECTION 1. Specific Goals. To prevent cruelty to children in every nation, whether cruelty is in the form of abuse, neglect or exploitation, so as to enable the children of the world to develop physically, mentally and socially in a healthy and normal manner.
SECTION 2. Representative Membership. To ensure that The Society is truly international in nature, no less than three countries shall be represented in the Executive Council and membership of The Society with full rights of individual and collective participation in voting and all other matters, except that committees of more narrow membership may be established by the Executive Council for the accomplishment of defined and narrow goals of The Society.
SECTION 3. Interdisciplinary Representation. It is the belief of the Executive Council and the Members of The Society that efforts to protect children must be interdisciplinary in nature. Therefore, at least three distinct intellectual disciplines shall be represented in the directorship and membership of The Society at all times.
ARTICLE 2 – OFFICES AND REGISTERED AGENT
SECTION 1. Offices. The address of The Society’s registered office shall be 1205 Oneida Street, Denver, Colorado 80220. The Society may also have an office or offices at such other place or places, within or without the State of Colorado and the United States, as the Executive Council may from time to time designate.
SECTION 2. Registered Agent. Until resignation or other change of registered agent in accordance with the Colorado Non-Profit Corporation Code, the registered agent of the Corporation at the registered office in Colorado shall be Donald C. Bross.
SECTION 3. Change of Registered Office and Agent. By resolution of the Executive Council, The Society may change its registered office, its registered agent, or both, upon filing in the office of the Secretary of State of Colorado a notice of such change in compliance with the Colorado Non-Profit Corporation Code
ARTICLE 3 – MANAGEMENT OF THE SOCIETY
The ordinary business and affairs of The Society shall be managed by an Executive Council and its Executive Officers. The Executive Council shall consist of not less than three (3) nor more than twenty one (21) Members, of whom all shall be Members of The Society in good standing and elected in accordance with Standing Orders.
ARTICLE 4 – MEMBERSHIP
Membership is invited from any and all professional or lay persons or organizations concerned with the welfare of children who subscribe to the purposes of The Society. All persons shall be eligible to become a Member and upon payment of the appropriate dues shall be enrolled as a Member for the year to which their payment relates. No person shall be denied membership because of race, creed, colour, religion, gender, national origin, economic status or political views
ARTICLE 5 – OFFICERS
SECTION 1. Number and Titles. The officers of The Society shall be President; Executive Vice-President, who shall also be the President-Elect; the immediate Past President; a Secretary; and a Treasurer. Such officers shall be elected by the Executive Council which may appoint from time to time such other subordinate officers as it deems advisable. Any two or more offices may be held by the same person, except the offices of President and secretary.
SECTION 2. Terms and Removal. The term of office for the President and the Executive Vice-President and all other officers shall be two (2) years and until their respective successors are elected and qualified. Subject to Standing Orders any officer may be removed by the affirmative vote of a majority of the Executive Council whenever in its judgement the best interests of The Society will be served thereby.
Denver 2002 – The membership by unanimous vote pursuant to Article 10 approved amendment to Article 5.2 reducing the term of office for Secretary and Treasurer from four (4) years to two (2) years at the business meeting held July 9, 2002 – Denver, Colorado.
SECTION 1. Executive Council. Without other notice than this Section, a regular meeting of the Executive Council shall be held in conjunction with the scientific sessions at each meeting of The Society. Other meetings shall be held in accordance with Standing Orders.
SECTION 2. Members. Regular Plenary Meetings of Members shall be scheduled not less than every three years and no more frequently than annually.
ARTICLE 7 – BOOKS AND RECORDS
SECTION 1. Maintenance. Books, accounts and records of The Society shall be kept and maintained at The Society’s principle place of business.
SECTION 2. Inspection. Executive Councillors shall have the right to inspect and examine any and all books, accounts and records of The Society during normal business hours
ARTICLE 8 – FINANCES
SECTION 1. Monies. The monies, securities and other valuable effects of The Society shall be deposited in the name of The Society in such banks or trust companies as the Executive Council shall designate and shall be drawn out or removed only as authorized by the Executive Council from time to time.
SECTION 2. Accounting Year. Unless and until the Executive Council by resolution shall determine otherwise, the accounting year is January 1 to December 31.
ARTICLE 9 – SEAL
The Executive Council shall provide a Corporate Seal which shall be in the form of a circle and shall have inscribed thereon the name of The Society and the word “SEAL,” and “COLORADO” and shall be entrusted to the care of the Secretary or such other officer of The Society as the Executive Council shall designate.
ARTICLE 10 – AMENDMENTS
This Constitution may be altered, amended or repealed by a majority of two thirds of the Members present and entitled to vote at any general meeting of The Society, provided, however, that the notice of such meeting shall contain a statement of the proposed alteration, amendment or repeal.
ARTICLE 11 – STANDING ORDERS
There shall be published Standing Orders to provide for the conduct of the business of The Society through its meetings, the election, duties and terms of office of its Executive Council and its officers, and for the election and rights of Members of The Society, and any other matter which the Executive Council considers will promote the aims and purposes of The Society. Standing Orders shall be approved and subject to amendment by majority vote of the Executive Council.
ARTICLE 12 – INDEMNIFICATIONS
SECTION 1. Standard of Conduct and Amount Recoverable. The Society shall indemnify any person who was or is a party to or has threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of The Society) by reason of the fact that he is or was an employee or officer of The Society against its expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believes to be in or not opposed to the best interest of The Society and, with respect to any criminal action or proceeding, such action or proceeding arose out of or was based upon conduct which he had no reason or cause to believe was unlawful; provided that no indemnification shall be made with respect to any claim, issue or matter, as to which such person, shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to The Society unless and only to the extent that a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
SECTION 2. Authorization. Any indemnification permitted by this Constitution shall be made by The Society only as may by authorized in a specific case upon a determination that indemnification is proper under the circumstances. Such determination shall be made by the Executive Council by majority vote of a quorum consisting of the Executive Councillors who are not parties to such action, suit or proceedings; or, in the event such a quorum is not obtainable, by resolution duly adopted by the Members of The Society.
Approved at the Members’ Meeting 2nd September 1992.