Article 1 (Name)

This society shall be called the “Geriatric International Spine Society” (GISS).

Article 2 (Location)

The office of the society shall be located at 365 Pilmun-daero, Dong-gu, Gwangju, Department of Orthopedic Surgery, Chosun University Hospital. However, the location may be changed by resolution of the General Assembly or the Board of Directors.

Article 3 (Purpose)

This society aims to contribute to the advancement of geriatric spine medicine both in Korea and globally by conducting research and clinical activities related to geriatric spinal diseases. It also seeks to enhance the healthcare of elderly patients with spinal disorders while promoting mutual solidarity and academic exchange among its members.

Article 4 (Projects and Activities)

To achieve the objectives stated in Article 3, the society shall carry out the following activities:
a. Organizing academic conferences, lectures, case study meetings, and workshops
b. Publishing academic journals and other scholarly books
c. Improving the quality of diagnosis and treatment for geriatric spinal diseases
d. Engaging in and identifying social initiatives related to elderly care
e. Promoting academic exchange and collaboration with related domestic and international academic organizations and geriatric associations
f. Supporting projects for the academic development of members
g. Providing continuing education and training for private practitioners and residents
h. Conducting other necessary activities deemed essential by the society

Article 5 (Special Committees, Subcommittees, and Research Groups)

a. Special committees, subcommittees, and research groups (hereinafter referred to as "committees") may be established as needed, and their activities shall be reported to the Board of Directors.
b. The establishment of new committees shall require approval from the Board of Directors.

Article 6 (Membership Qualifications)

① The members of this association shall be classified into Regular Members, Associate Members, Special Members, and Honorary Members.
② Regular Members shall be those who agree with the objectives of the association and cooperate in achieving them. They must be board-certified specialists who are Regular Members of the Korean Orthopedic Association or related academic societies and must be recommended by at least two Regular Members. However, founding members may be granted membership without recommendation, as determined by the Board of Directors.
③ Regular and Associate Members of the Korean Orthopedic Association shall be granted Associate Membership of this association.
④ Special Members shall be individuals who specialize in fields related to this association and have obtained approval from the Board of Directors.
⑤ Honorary Members shall be those who have made significant contributions to the association and have been approved by the Board of Directors.

Article 7 (Membership Admission)

Individuals eligible for membership under Article 6 shall become members upon completing the required registration process using the prescribed forms (membership application form, curriculum vitae, and recommendation letters). Admission shall be subject to approval by the Board of Directors. An Associate Member who meets the qualifications for Regular Membership shall become a Regular Member upon approval by the Board of Directors.

Article 8 (Duties of Members)

Members shall comply with the association’s bylaws and pay the designated lifetime membership fee or annual dues. The amount of the lifetime membership fee shall be determined by the Board of Directors.

Article 9 (Rights of Members)

Regular Members who have fulfilled their obligations under Article 8 shall have the right to vote, to be elected, to propose motions, and to participate in decision-making at various meetings as stipulated by the bylaws.

Article 10 (Loss of Membership)

A member shall lose their membership status under any of the following conditions:
1) Voluntary resignation
2) Death of the member
3) Expulsion of the member
4) Failure to pay membership dues for more than six years

Article 11 (Expulsion of Members)

If a member damages the reputation of the association or engages in actions that violate its objectives, thereby breaching their duties as a member, the Chairperson may expel the member upon a resolution by the Board of Directors.

Article 12 (Types and Number of Officers)

The association shall have the following officers:
1) Two Co-Presidents (one from the Honam region, one from the Daejeon-Chungcheong region)
2) Twenty Directors (including the two Co-Presidents)
3) Two Auditors (one from the Honam region, one from the Daejeon-Chungcheong region)

Article 13 (Election of Officers)

① The Co-Presidents shall be selected from among Regular Members who meet the specified criteria. The Board of Directors shall nominate multiple candidates, from which the Board elects one, subject to approval by the General Assembly.
② Among the Directors, a General Affairs Director and chairpersons of various committees shall be appointed.
③ The General Affairs Director and committee chairpersons shall assist the Co-Presidents and carry out delegated duties.
④ Directors shall be elected by the Board of Directors.
⑤ If a vacancy occurs among the officers, it must be filled within two months from the date of occurrence.
⑥ The election of new officers shall be completed at least two months before the expiration of the current term.

Article 14 (Dismissal of Officers)

An officer may be dismissed upon resolution by the Board of Directors if they engage in any of the following actions:
1) Acts contrary to the objectives of the association
2) Disputes among officers, accounting fraud, or significant misconduct
3) Acts that obstruct the association’s operations

Article 15 (Restrictions on the Appointment of Officers)

① In the appointment of officers, the number of Directors who are related to each other as defined in Article 777 of the Civil Act shall not exceed half of the total number of Directors.
② Auditors shall not have a familial relationship as defined in Article 777 of the Civil Act with other Auditors or Directors.

Article 16 (Term of Officers)

① The term of the Co-Presidents shall be two years, and they shall not be eligible for reappointment or consecutive terms.
② The term of the General Affairs Director and Directors shall be two years, and they may be reappointed or serve consecutive terms.
③ Officers appointed as replacements shall serve for the remaining term of their predecessor.
④ The term of Auditors shall be two years, and they shall not be eligible for reappointment or consecutive terms. Auditors shall not concurrently hold other positions within the association.

Article 17 (Duties of Officers)

① The Co-Presidents shall represent the association, oversee its operations, and preside over the Board of Directors.
② Directors shall attend Board meetings, deliberate on matters concerning the association’s operations, and handle tasks delegated by the Board or the Co-Presidents.
③ Auditors shall perform the following duties:
1) Audit the financial status of the association.
2) Audit the operations of the Board of Directors and its related affairs.
3) If any irregularities or misconduct are found in the audits described in items 1 and 2, request corrective action from the Board of Directors and report to the relevant authority.
4) If necessary, request the convening of a Board meeting to address the corrective measures and reports mentioned in item 3.
5) Provide opinions regarding the association’s financial status and operations to the Board of Directors or the Co-Presidents.

Article 18 (Meetings)

Meetings are classified into Regular General Meetings, Extraordinary General Meetings, Regular Board Meetings, and Extraordinary Board Meetings.

Article 19 (General Meetings and Resolutions)

① The General Meeting shall consist of regular members, with the Regular General Meeting being held once a year during the annual academic conference. The Co-Chairs shall convene the meeting. However, if requested by at least one-fifth of the regular members or at the request of the Board of Directors, the Co-Chairs must convene an Extraordinary General Meeting.
② The General Meeting shall be established with the attendance of regular members, and resolutions shall be passed by a majority vote of the attending regular members.

Article 20 (Composition of the Board of Directors)

The Board of Directors shall consist of the Co-Chairs and Directors.

Article 21 (Convocation of Meetings)

① The Board of Directors shall be divided into Regular Board Meetings and Extraordinary Board Meetings, both of which shall be convened by the Co-Chairs.
② The Regular Board Meeting shall be convened at least one month before the start of each fiscal year, while the Extraordinary Board Meeting shall be convened when deemed necessary by the Co-Chairs.
③ The convocation of a Board Meeting must be notified in writing by the Co-Chairs and the General Affairs Director to each Director and Auditor at least seven days before the meeting, specifying the agenda, date, and location.
④ The Board of Directors may deliberate only on the matters specified in the notice under Paragraph 3. However, if all Directors are present and unanimously agree, matters not included in the notice may be discussed and resolved.

Article 22 (Special Provisions for Convening the Board of Directors)

The Co-Chairs must convene a Board Meeting within 20 days from the date of a request if any of the following conditions are met:
1) When more than half of the total number of Directors request a meeting by presenting the purpose of the meeting.
2) When an Auditor requests a meeting in accordance with Article 16, Paragraph 3, Item 4.
② If the person authorized to convene the meeting is absent or refuses to convene it, making it impossible to hold a meeting for more than seven days, the meeting may be convened by the approval of a majority of the total number of Directors.
③ A Board Meeting convened under Paragraph 2 shall elect a Chairperson from among the attending Directors, with the senior-most member presiding over the election.

Article 23 (Written Resolutions)

① The Co-Chairs may decide minor or urgent matters by written resolution instead of convening a Board Meeting. In such cases, the Co-Chairs must report the results at the next Board Meeting.
② If more than half of the total number of Directors request that a matter decided by written resolution be brought to the Board of Directors, the Co-Chairs must comply with this request.

Article 24 (Quorum for Resolutions)

① The Board of Directors shall hold meetings with the attendance of a majority of the total number of Directors and pass resolutions by a majority vote of the attending Directors. In the case of a tie, the Chairperson shall make the final decision.
② The voting rights of the Board of Directors cannot be delegated.

Article 25 (Matters for Deliberation and Resolution by the Board of Directors)

The Board of Directors shall deliberate and resolve the following matters:
1) Election and dismissal of officers.
2) Dissolution of the society.
3) Amendments to the Articles of Association.
4) Borrowing of funds and acquisition, disposal, and management of assets.
5) Budget and settlement of accounts.
6) Business plans.
7) Matters under the authority of the Board of Directors as stipulated by the Articles of Association.
8) Other important matters related to the operation of the society as submitted by the Co-Chairs.

Article 26 (Exclusion from Voting on Board Resolutions)

A Director shall not participate in the resolution of the following matters:
1) When deciding on matters related to their own election or dismissal as an officer.
2) When the matter involves financial transactions, property exchanges, or lawsuits where the Director's interests conflict with those of the society.

Article 27 (Committees)

For the execution of the society’s activities, the following committees may be established:

1. General Affairs Committee
1) The General Affairs Committee shall be chaired by the Director in charge of general affairs, who shall serve as the Secretary-General. The Secretary-General shall recommend members, and the Co-Chairs shall appoint them to form the General Affairs Committee.
2) The term of office for the Secretary-General and committee members shall be two years, and they may be reappointed.
3) The duties of the General Affairs Committee are as follows:

① Coordination and reporting on overall society matters. ② Organization and reporting of Board Meetings. ③ Coordination of opinions and financial support for academic events. ④ Assistance in the activities of other committees.

2. Academic Committee
1) The Academic Committee shall be chaired by the Director in charge of academic affairs. The Chairperson of the Academic Committee shall recommend members, and the Co-Chairs shall appoint them to form the Academic Committee.
2) The term of office for the Chairperson and committee members shall be two years, and they may be reappointed.
3) The duties of the Academic Committee are as follows:

① Organizing academic conferences, symposiums, and events. ② Conducting training and educational programs. ③ Conducting academic research and surveys. ④ Establishing and evaluating academic awards.

3. Editorial Committee
1) The Editorial Committee shall be chaired by the Editor-in-Chief. The Editor-in-Chief shall recommend members, and the Co-Chairs shall appoint them to form the Editorial Committee.
2) The Editor-in-Chief and committee members shall discuss and review matters assigned to the committee, including the publication of the Journal of Geriatric International Spine Society, and their term of office shall be two years, with the possibility of reappointment.
3) The duties of the Editorial Committee are as follows:

① Production of the Journal of Geriatric International Spine Society. ② Other tasks delegated by the society.

4. External Cooperation and Public Relations Committee
1) The External Cooperation and Public Relations Committee shall be chaired by the Director in charge of external cooperation and public relations. The Chairperson of the External Cooperation and Public Relations Committee shall recommend members, and the Co-Chairs shall appoint them to form the committee.
2) The term of office for the Chairperson and committee members shall be two years, and they may be reappointed.
3) The duties of the External Cooperation and Public Relations Committee are as follows:

① Collaboration activities with related organizations and institutions. ② Establishing detailed plans for promotional projects. ③ Publicizing various activities of the society.

Article 28 (Classification of Assets)

① The society's assets shall be classified into basic assets and general assets as follows:
1) Basic assets refer to real estate or movable property related to the society's primary activities, including property contributed by the founders and assets designated as basic assets by the Board of Directors.
2) General assets refer to all assets other than basic assets.

Article 29 (Disposition of Basic Assets)

If the society intends to dispose of its basic assets (including sale, donation, or exchange), it must follow the procedures for amending the Articles of Association as stipulated in Article 38.

Article 30 (Sources of Income)

The expenses required for the maintenance and operation of the society shall be covered by income from basic assets, admission fees, lifetime membership fees and dues, donations, and other sources of revenue.

Article 31 (Fiscal Year)

The fiscal year of the society shall begin on the date of the Annual General Meeting each year and end on the day before the following Annual General Meeting.

Article 32 (Budget Planning)

The society's revenue and expenditure budget shall be prepared at least one month before the start of each fiscal year and shall be determined through a resolution of the Board of Directors.

Article 33 (Financial Settlement)

The society shall prepare a financial statement within two months after the end of each fiscal year and obtain approval from the Board of Directors.

Article 34 (Accounting Surplus)

Any accounting surplus for each fiscal year shall either be carried over to the following year or be incorporated into the basic assets or used for the society’s primary activities with the approval of the Board of Directors.

Article 35 (Accounting Audit)

The Auditor shall conduct an accounting audit at least once a year.

Article 36 (Compensation for Officers)

Officers shall not receive any compensation. However, necessary expenses incurred in the performance of their duties may be reimbursed.

Article 37 (Dissolution of the Society)

① The society may be dissolved by a resolution passed with the approval of at least two-thirds of the total number of directors in the Board of Directors. The dissolution must be reported to the competent authorities.
② Upon dissolution, any remaining assets shall be donated to the state, local governments, or organizations with similar purposes, as determined by the resolution of the Board of Directors.

Article 38 (Amendment of the Articles of Association)

Any amendments to these Articles of Association must be approved by at least two-thirds of the total number of directors in the Board of Directors and subsequently ratified by the General Meeting.

Article 39 (Establishment of Regulations)

Matters necessary for the operation of the society that are not specified in these Articles of Association shall be determined through regulations established by the resolution of the Board of Directors.

Article 1 (Effective Date)

These Articles of Association shall take effect from the date of registration with the competent authorities.

Article 2 (Transitional Provisions)

Any actions taken by the founders or related parties for the establishment of the society prior to the enforcement of these Articles shall be deemed to have been taken in accordance with these Articles.

Article 3 (Signatures and Seals of the Founders)

For the establishment of the society, these Articles of Association have been drafted, and all founders shall affix their names and seals as follows.