2.1 General Powers

The business and affairs of The Foundation shall be managed by its Board of Directors (hereinafter, “Board of Directors”). Each individual member of the Board of Directors shall be referred to as a “Director”. The Foundation’s Board of Directors shall have the power to enter all contracts necessary to carry out the purposes of The Foundation.

2.2 Number And Qualifications

The initial Board of Directors shall be appointed by the Incorporators. The minimum number of Directors on the Board of Directors shall be three. The total number of Directors on the Board of Directors may be increased or decreased within the range set forth upon a vote of the entire Board of Directors.

Any new seat(s) created on the Board shall be filled at the next annual general meeting of the Board of Directors.

2.3 Election And Term

The Directors shall be appointed by the Board of Directors. The terms of all Directors shall expire at the annual general meetings of the Board of Directors.

Despite the expiration of a Director’s term, he or she will continue to serve until reappointed, until a new Director is appointed, or until the Board of Directors votes to reduce the number of Directors and eliminate the Directorship.

If a Director does not complete the term for any reason, including death, resignation or removal, the new Director appointed to fill the resulting vacancy will serve for the remainder of the prior Director’s term.

2.4 Resignation

A Director may resign at any time by written notice delivered to the Board of Directors or the President or Secretary of The Foundation.

A resignation will be effective when the notice is delivered unless a future date is specified. The pending vacancy may be filled before the effective date, but the successor shall not take office until the resignation becomes effective.

2.5 Annual Meetings

Regular meetings shall be called as necessary at such time and place as the Board of Directors may determine throughout the year.

2.7 Special Meetings

Special meetings of the Board of Directors may be called by the President of the Board of Directors or by a majority of the full Board of Directors.

A majority of members of the full Board of Directors may fix any place, either within or without the defined location, for holding any special meeting of the Board of Directors.

2.8 Informal Action By Directors

Except when otherwise required by these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if written consent, including electronic signatures, is signed by the minimum number of votes necessary to authorize such action.

2.9 Notice Of Meetings

Written notice of all meetings stating the place, day, hour and purpose of the meeting shall be delivered to each Director.

Notice shall also be given in the case of removal of Directors, mergers, consolidations, dissolution, or sale or exchange of assets.

Notice may be delivered by mail as recorded in The Foundation’s records. Any Director may waive notice in writing.

Attendance at a meeting shall constitute waiver of notice except when attending solely to object to the legality of the meeting.

2.10 Participation In Meetings

Directors may participate in meetings through conference telephone or communication equipment that allows all participants to communicate with each other.

Participation in this manner constitutes attendance and presence in person at the meeting. Directors may not act by written proxy on any matter.

2.11 Quorum

A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. If less than a majority is present, those present may adjourn the meeting without further notice.

2.12 Manner Of Acting

The act of the majority of Directors present at a meeting with a quorum shall be the act of the Board of Directors unless a greater number is required by these Bylaws.

2.13 Conflict Of Interest

A Director shall abstain from voting on any matter in which the Director has a direct or indirect material or financial interest.

Donations to The Foundation shall not create material or financial interest for the purposes of this section.

All applicable state and national conflict of interest laws shall be followed.

2.14 Vacancies

Any vacancy occurring in the Board of Directors, other than expiration of a term, shall be filled by appointment by the Board of Directors.

2.15 Committees

The Board of Directors may designate committees consisting of not fewer than two individuals. Committees may exercise authority as specified by the Board of Directors.

However, committees may not adopt dissolution plans, fill vacancies, appoint or remove officers, amend Bylaws, approve mergers, or take actions inconsistent with resolutions of the Board of Directors.

Individuals who are not Directors may also serve on committees or advisory bodies. Advisory bodies are limited to making recommendations to the Board of Directors.

2.16 Removal

Any Director may be removed by the Board of Directors if it is deemed in the best interests of The Foundation.

Removal requires an affirmative majority vote of Directors present and voting at a meeting where a quorum exists.

Notice of such meeting must state that removal of one or more Directors is a purpose of the meeting, and only the named Director(s) may be removed.

2.17 Staff

The Board of Directors may employ staff as necessary and determine salary, responsibilities, and other conditions of employment.

3.1 Officers

Officers of The Foundation may be Directors. The Officers of The Foundation shall include a President, a Secretary, a Treasurer, Coordinator for Development of the Skull Base Academy, Coordinator for Skull Base Education, Coordinator for Health Policy, Coordinator for International Affairs, Coordinator for Research and Quality Improvement, Ethics Committee Chair and any such Assistant Treasurers and Assistant Secretaries or other Officers as may be appointed by the Board of Directors.

Any two or more offices may be held by the same person except the offices of President and Secretary.

3.2 Election And Term

The Officers of The Foundation shall be elected annually by the Board of Directors at the annual general meeting of the Board of Directors.

If the election of Officers is not held at such meeting, the election shall be held as soon thereafter as convenient.

Each Officer shall hold office until a successor has been duly elected and qualified or until resignation or removal.

3.3 Removal

Any Officer or agent elected or appointed by the Board of Directors may be removed when the best interests of The Foundation would be served thereby.

Election or appointment of an Officer or agent shall not create any contract rights.

Removal of an Officer requires an affirmative vote of a majority of Directors present and voting at a meeting where a quorum exists.

Notice of the meeting must state that removal of one or more Officers is a purpose of the meeting, and only the named Officer(s) may be removed.

3.4 Vacancies

Vacancies or new offices may be filled at any meeting of the Board of Directors.

A vacancy caused by death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

3.5 President

The President, or in his/her absence, the Immediate Past President, shall preside at all meetings of Directors and shall be the Chief Executive Officer of The Foundation.

The President shall supervise and control all business and affairs of The Foundation and perform all duties assigned by the Board of Directors.

3.6 Immediate Past President

In the absence of the President or in the event of inability or refusal to act, the Immediate Past President shall perform the duties of the President and shall have all powers and restrictions applicable to the President.

3.7 Treasurer

If required by the Board of Directors, the Treasurer shall provide a bond for the faithful discharge of duties at the expense of The Foundation.

The Treasurer shall have charge and custody of all funds and securities of The Foundation.

The Treasurer shall receive and deposit all funds in the name of The Foundation in banks or depositories selected by the Board of Directors.

The Treasurer shall furnish each Director with a copy of the annual audit report.

The Treasurer shall sign cheques and approve expenditures. If unavailable, another authorized individual may perform these tasks.

The Treasurer shall perform all duties assigned by the Board of Directors.

3.8 Secretary

The Secretary shall perform all duties related to the office of Secretary and any other duties assigned by the Board of Directors.

The Secretary shall keep minutes of meetings of the Board of Directors.

The Secretary shall ensure all notices are issued according to the Bylaws and law.

The Secretary shall be custodian of corporate records.

The Secretary shall certify Bylaws, resolutions and documents of The Foundation as true and correct copies.

3.9 Assistant Treasurers And Assistant Secretaries

Assistant Treasurers and Assistant Secretaries may, if required by the Board of Directors, provide bonds for faithful discharge of their duties.

They shall perform duties assigned by the Treasurer, Secretary or Board of Directors.

4.1 Contracts

The Board of Directors may authorize any Officer or Officer’s agent, or agents, to enter any contracts or execute and deliver any instrument in the name of and on behalf of The Foundation, and such authority may be general or confined to specific instances.

4.2 Loans And Property Transactions

The Foundation shall have the power to contract for loans, and to purchase, sell, rent or lease real or personal property.

4.3 Checks

All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of The Foundation shall be signed by the Treasurer or by such Officer or agent of The Foundation and in such manner as determined by the Board of Directors.

All expenditures require the signature of the President and either the Treasurer or the Assistant Treasurer.

4.4 Deposits

All funds of The Foundation not otherwise employed shall be deposited from time-to-time to the credit of The Foundation in such banks, trust companies, investment companies or other depositories as the Board of Directors may select.

4.5 Finance Committee

A finance committee shall be appointed annually by the President. The finance committee shall be chaired by the Secretary and the Treasurer of The Foundation.

The committee shall advise the Board of Directors with respect to the financial policies of The Foundation and suggest ways and means of conserving revenues.

The finance committee shall assist the administration in establishing the budget necessary to meet the requirements of The Foundation’s program of work.

The finance committee shall determine the ways and means by which budget requirements are met.

At the annual general meeting of the Board of Directors, the finance committee, together with the President, shall present a budget of estimated income and expenditures for the subsequent year for approval by the Board of Directors.

4.6 Annual Budget

As soon as practicable after election of a new Board of Directors and Officers at the annual general meeting, the Board of Directors shall adopt the budget for the coming year.

4.7 Annual Audit

The accounts of The Foundation shall be audited annually as of the close of the financial year by either an internal audit committee, a certified accountant, or an external auditor as determined by the Board of Directors, whichever is applicable.

The Foundation may be dissolved upon approval of two-thirds of the entire Board of Directors. Upon dissolution of the corporation, the Board of Trustees, after paying or making provisions for the payment of all liabilities of the corporation, will dispose of all assets of the corporation.

Whenever any action under the provisions of these Bylaws is required to be “written” or “in writing” or whenever these Bylaws require “written consent” or “written approval” from any Director or committee member, the term “written” shall include communication transmitted or received by electronic means with or without digital signature as necessary.

Whenever any notice is required to be given under the provisions of these Bylaws, a 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.

Upon written request by any Director to the Secretary (or) the Treasurer, the Secretary (or) the Treasurer shall forthwith communicate to such Director at his or her address as it appears on the records of The Foundation, by mail or other electronic means, a statement of all matters known to the Secretary (or) the Treasurer to be considered and voted upon at any regular or special meeting of the Board of Directors.

It is the policy of World Skull Base Foundation not to discriminate on the basis of race, colour, national or ethnic origin, or disability in the provision of any of its programs, services, activities or benefits.

These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors then in office, when taken at a meeting at which a quorum is present, of which written notice setting forth the proposed alteration, amendment or repeal shall be given to each Director in accordance with Section 2.9 of these Bylaws.

1. Respect For Autonomy

Patients have the right to make their own decisions about their medical care. Members should provide them with all the information needed to make informed decisions and respect those decisions even if they do not agree with them. The patient must be treated with competence, respect, dignity and honesty.

2. Beneficence

Members have a duty to act in the best interests of their patients and to do no harm. This means providing the highest quality care possible while minimizing risks and maximizing benefits.

3. Primum Non Nocere

Members should strive to do no harm to their patients. This means avoiding unnecessary risks, providing accurate information, and taking steps to prevent harm.

4. Justice

Members should ensure that their services are distributed fairly and equitably, regardless of a patient’s background, socioeconomic status, or other factors.

5. Confidentiality

Patients have the right to expect that their medical information will be kept confidential. Members should protect patient privacy and ensure that sensitive information is shared only with those who have a legitimate need to know.

6. Integrity

Members should act with honesty and integrity at all times. This includes being transparent about potential conflicts of interest, avoiding actions that could compromise patient care, and always putting patients’ interests first.

The best interest of the patient must remain the foremost concern of members in all circumstances.

Member Responsibilities

Members are expected to comply with these principles and assist fellow members in doing so.

Members should maintain their proficiency and competence through continuing study and diligent patient care.

Fees charged for services must be reasonable and proportionate to the services rendered. Any impaired professional must withdraw from practicing in that area until the impairment is resolved.

World Skull Base Foundation emphasizes that each patient must be treated with respect, dignity, compassion, and honesty. Members must ensure that patients have the right to participate in the treatment process, and discrimination against a patient based on factors such as race, color, gender, gender identity, age, sexual orientation, socioeconomic status, religion, or national origin is unacceptable.
The confidentiality of patient information is to be maintained within the bounds of the law, with the obligation to protect the welfare of the individual and the community. Professionals must establish and maintain appropriate relational boundaries, avoiding the exploitation of patient vulnerability and sexual misconduct with patients.
Members are required to disclose actual or potential conflicts of interest to patients to maintain transparency in their interactions.

World Skull Base Foundation highlights the importance of professional conduct among its members. Members are expected to interact with their colleagues based on mutual respect and a shared goal of improving patient care.
It is important for members to recognize their own professional limitations and expertise, and to seek consultation or referral whenever necessary to ensure the best possible outcome for the patient.

World Skull Base Foundation prioritizes patient welfare over any commercial interests of its members. Members are expected to avoid any actions that create a conflict of interest between their personal financial interests and the best interests of the patient.
If a conflict of interest arises, it should be resolved to the benefit of the patient, and the member should not put their own interests ahead of the patient's interests and welfare.

World Skull Base Foundation recognizes the importance of conducting clinical research according to ethical, moral, medical, and legal guidelines. Members must ensure that all research is conducted with respect for the dignity and sanctity of human life. The ultimate goal of research should be the betterment of mankind, the alleviation of suffering, and the improvement of medical practice. Research that knowingly endangers the health, safety, or longevity of human subjects is considered unethical. Members must ensure that any research involving human subjects is conducted with the utmost care, and the welfare and safety of research subjects must always be the top priority. The Foundation recognizes the importance of obtaining appropriate ethical approvals for research projects, particularly those involving human subjects. Members must ensure that all human subjects are fully informed of the risks and benefits of any research being conducted and must obtain informed consent prior to enrolling patients in any study. Animal studies should precede the use of new and experimental techniques in humans whenever possible. Members must also ensure that all research protocols are designed with the utmost care and attention to the safety and welfare of research subjects. Patients have the right to privacy, and their personal information must be protected at all times. Credit must be given to all investigators who contribute to a project, and co-authorship should not be assigned to individuals who do not participate in the project. Furthermore, research protocols should not be designed in a manner that knowingly provides less benefit than the currently accepted standard of care.