Constitution

I. Preamble

Name: The name of the association is the International Pediatric Endosurgery Group. (IPEG)
Mission: The International Pediatric Endosurgery Group (IPEG) promotes minimally invasive and innovative surgery in children through evidence-based education, research, and collaboration. It serves as the leading global association advancing excellence, innovation, and the open exchange of clinical experience and surgical techniques.

II. Definitions

Regional Representatives: Members of the Executive Board responsible for reviewing membership statistics and leading efforts to recruit and retain members within their designated geographic regions. They play a key role in driving membership growth and engagement. They serve as voting members of the board and serve as liaisons between the Executive Board and the Chapters and Members within their region.
Chapters: Local or national sub-groups that operate under the guidance of their region's Regional Representative. Each region may contain multiple Chapters. Chapter leaders are responsible for fostering member engagement at the local level. Each chapter is required to annually report to the Executive Board outlining activities, progress, and opportunities for growth.
Core Committees: Permanent committees established by the Executive Board to oversee and manage ongoing operational, administrative, and programmatic activities essential to the organization's mission. These committees remain active until formally dissolved by a majority vote of the Executive Board.
Special Committees: Semi-permanent committees established to address ongoing projects, programs, or initiatives. Special Committees remain active until dissolved by a majority vote of the Executive Board once their objectives are achieved.
Task Forces: Task Forces are temporary, project-based groups formed to address specific, time-sensitive initiatives or deliverables. Task Forces operate with clearly defined objectives, timelines, and reporting requirements and shall automatically dissolve upon completion of their assigned work.
Executive Board (EB): The Executive Board is the governing body of IPEG, composed of the Officers and Regional Representatives. The EB is responsible for oversight of IPEG's strategic, operational, and financial functions.
General Assembly (GA): All Active, Honorary Life, Surgeon-in-Training, Allied Health, and Senior Members of IPEG with voting rights as defined herein.
Annual Scientific and General Meeting (Annual Meeting): The Association's primary yearly event, serving both as the principal scientific gathering and the General Assembly Meeting for official business, elections, and reporting.
Administrative Office: The operational center responsible for maintaining membership records, supporting Executive Board activities, managing communications, and executing administrative functions as directed by the CEO and Executive Board.

III. Membership

Membership status is subject to periodic review by the Executive Board (EB), which may request additional documentation to verify a member's standing. EB informs the General Assembly (GA) about any major change in application and review process.
IPEG will maintain a membership directory.
There shall be five categories of membership of the association:
1. Active Members — Physicians who demonstrate a strong interest in and alignment with IPEG's mission may be admitted as Active Members. For active membership an electronic application should be submitted, including a copy of the candidate's CV. Active members have voting rights and may hold office.
2. Surgeon-In-Training Members — Physicians who demonstrate a strong interest in and alignment with IPEG's mission and are in a training program, may be admitted as Surgeon-In-Training members. An electronic application should be submitted, including a CV. Surgeon-in-Training members have voting rights but may not hold office.
3. Honorary Life Members — The EB may nominate as honorary life members individuals who have made outstanding contributions to Pediatric Minimally Invasive Surgery and/or IPEG respectively. There is a limit of two per year. Honorary members are nominated by the EB and approved by the General Assembly. Honorary members have voting rights and are not required to pay membership dues. Honorary Life Members convert to Senior Members upon retirement from clinical practice.
4. Allied Health Professional Members — Allied Health Professionals with special interest in pediatric endosurgery. Allied Health Professional members have voting rights and cannot hold elected office.
5. Senior Members — Senior members who demonstrate a strong interest in and alignment with IPEG may apply for senior membership status upon retirement from clinical practice. These members are exempt from paying dues and no longer hold voting rights; however, they remain on the membership roster and continue to receive member rates for meetings. To qualify for Senior Membership, an individual must be an Active Member in good standing for a minimum of 10 years.
All applicants will electronically submit a membership application and first year's dues. The application will be reviewed by the Executive Board or delegated representative. Upon approval by the Executive Board, the Administrative Office will issue an electronic certificate and record the member in the register.
Membership terminates upon death, resignation or failure to pay dues. Privileges are non-transferable.
Members are responsible for updating their contact information and notifying the Executive Director of any change in their status.

IV. Annual Fees and Finance

The annual membership dues shall be determined by the Executive Board.
Annual membership fees are due by February 15 each year; payments after March 15 may incur a late fee.
The Treasurer and CEO must jointly authorize transactions exceeding limits set by the EB.
All financial records shall be maintained by the Treasurer and subject to annual review by the EB.

V. Register of Members

The Administrative office shall maintain an accurate and confidential register of all members. Member information shall be used solely for organizational purposes and protected in accordance with applicable privacy and data-protection laws.

VI. Annual Meeting

The Association shall convene an Annual Meeting once per calendar year. This meeting shall serve as both the Annual Scientific Meeting and the Annual General Meeting of the Membership.
The venue for the Annual Scientific and General Meeting shall be determined by the President with Executive Board approval and should rotate among designated regions to promote global participation and equity.
The President of the Association shall serve as the Chair of the annual meeting and appoint a Program Chair and organizing sub-committee.
The President is authorized to seek financial assistance, sponsorships, and other support from government, commercial, or educational entities to facilitate the meeting.
A budget for the Annual Meeting shall be prepared by the President and submitted to the Executive Board for approval at least nine (9) months in advance. All profits or losses from the meeting shall be borne by the Association. Unless otherwise approved by the Executive Board, the Annual Meeting should be budget neutral or profitable.
Notice of the Annual Meeting shall be sent to all members no fewer than 180 days prior to the date.
The ordinary business conducted at the Annual General Meeting shall include:
1. Presentation of activity reports by the Executive Board for the previous year.
2. Announcement of the Executive Board members.
3. Any votes as required by the General Membership.
4. Any special business as included in the meeting notice.
Members may submit additional business items in writing to the Administrative Office or Secretary/Treasurer at least 45 business days in advance.
A quorum for the Annual General Meeting shall consist of 10% of the voting members.

VII. Executive Board Meetings

The members of the Executive Board will meet at least four times per year. Additional meetings may be called by the CEO or President as needed. The agenda for the Executive Board Meetings will be distributed in advance. Members may propose additional agenda items in advance or during the meeting during discussion of New Business.
A quorum shall consist of the majority of the executive board members. Decisions require a majority vote of those members present.
Meetings may be held electronically. Official minutes must be recorded and archived by the Administrative Office.

VIII. Executive Board Members

The Executive Board of the Association shall comprise of the following roles.
1. CEO — 3-year term (renewable for 1 additional term). The CEO is IPEG's senior executive leader responsible for strategy execution, operations management, and ensuring long-term sustainability and growth. In close partnership with the Executive Board, the CEO oversees strategic planning, governance support, membership growth, global engagement, partnerships, visibility, and organizational sustainability. The CEO may serve as a signatory for financial transactions.
2. Immediate past CEO — 1 year term. Provides continuity of leadership.
3. President — 1-year term. The president shall preside over the annual congress and represent the organization. Assists the CEO and assumes duties in their absence.
4. President Elect — 1-year term. Assists the president and assumes their duties in their absence.
5. Vice President — 1-year term. Assumes duties assigned by the President and Executive Board.
6. Second Vice President — 1-year term. Assumes duties assigned by the President and Executive Board.
7. Secretary — 3-year term (Renewable for one additional term). Serves as liaison to Committee Chairs and maintains committee rosters. Responsible for overseeing and maintenance of EB meeting minutes and organizational archives.
8. Treasurer — 3-year term (Renewable for one additional term). Oversees all funds and accounts. Authorized co-signatory with the CEO. Oversees all required corporate and tax reporting.
9. Immediate Past President — 1-year term. Provides continuity from the prior year.
10. Regional Representative — 3-year term (renewable). Represents their geographical regions and are responsible for membership, recruitment, and engagement. They serve as liaisons with the Chapters in their regions. The regions recognized are North American, Central & South American, Asia & Oceania, Europe, and Middle East & Africa. The Executive Board may reorganize regions by two-thirds majority vote.
11. COI Chair — 3-year term (renewable). Oversees conflict-of-interest disclosures and disputes; serves ex officio (non-voting) on the Executive Board.
Executive Board appointments do not guarantee that an individual will ascend to the Presidency or other executive seat.
Officers may be removed from office by a vote of two-thirds of the Board after electronic or written notice for reasonable cause.
Executive Board Members must attend two-thirds of the scheduled meetings.
Each Executive Board member shall serve until August 31st of the final year of their term, with successors elected during the Annual Conference.
Vacancies may be filled by Board appointment for the remainder of the unexpired term.
The Executive Board shall review and approve an annual budget before each fiscal year; the Treasurer prepares it with Administrative Office input and CEO approval.

IX. Executive Board Nomination and Election Process

Nomination Process for Non-CEO positions
1. To ensure transparent, inclusive governance, IPEG has established the following nomination and election processes.
2. Nominees must:
  1. (1) Be an active member of IPEG for at least five (5) consecutive years prior to nomination.
  2. (2) Have served on at least one IPEG Special or Core Committee for a minimum of three years.
  3. (3) Demonstrate leadership experience within IPEG, such as committee chair, course director, Program Chair, or other significant leadership role.
Executive Board Nominating Committees (Non-CEO Positions)
1. The nominating committee will include both voting and non-voting members and will be made up of the following:
  1. Voting Members
    1. (1) The five most recent Past Presidents
    2. (2) Three Ad-Hoc Members elected by the General Assembly
  2. Non-voting members
    1. (1) Past presidents greater than 5 years out
    2. (2) Chair of the Young Surgeons Committee (or equivalent)
2. The Nominating committee reviews submissions, ensures eligibility, and forwards up to two qualified candidates per open position to the Executive Board.
CEO Nomination Process
Nominations for the CEO shall be made by the CEO Nominating Committee. The CEO will be elected by a majority vote of the Executive Board.
1. Candidates for CEO must:
  1. Have previously held a voting Executive Board position.
  2. Demonstrate leadership experience (e.g., advanced degree, committee leadership, or departmental management).
  3. Submit a formal letter of interest.
  4. Commit 2–4 hours per week to IPEG duties and maintain active communication with the Board, in addition to their other professional responsibilities.
2. CEO appointment and compensation, if any, shall comply with IRS 501(c)(6).
3. The CEO nominating committee shall consist of:
  1. The five most recent Past Presidents willing to serve
  2. Three Executive Board Members determined by the Executive Board (all members)
4. The committee reviews all submissions, ensures eligibility, and forwards up to two candidates to the Executive Board for vote.

X. Committees

The Secretary working with the CEO and with the approval of the Executive Board may appoint committees or task forces to fulfill organizational goals. All committees and Task Forces are established by majority vote of the Executive Board and report to the Secretary and President and are required to submit an annual report to the Executive Board.
Membership Expectations
1. Core committees are not required to adhere to the below expectations and should follow the processes outlined by the Executive Board upon creation of the committee.
2. Exceptions to the expectations need to be approved by the EB.
3. Term Length of Commitment
  1. General committee members serve three-year terms, renewable.
  2. Chairs and Vice Chairs will serve a two-year term and must have at least two years of prior committee service.
4. Roles and Responsibilities
  1. All Committees are required to have a charter approved by the Executive board.
  2. All committee members must be IPEG members.
  3. All Committee leaders are expected to attend the annual meeting.
Nomination Process
1. General Members: Self-nominate with qualifications and statement of interest. Selection made by Chair and Vice Chair with Secretary approval.
2. Vice Chair and Chair: May self-nominate or be nominated by committee peers after two years' service. Selections approved by the Secretary.

XI. Administrative Structure

IPEG shall be incorporated in the United States as a 501(c)(6) nonprofit professional organization.
The Executive Board shall designate a registered agent and maintain an office address within the United States.
The organization shall file required federal and state reports in compliance with all applicable laws.
The Executive Board and CEO shall ensure adherence to all reporting, lobbying, and governance requirements applicable to 501(c)(6) organizations.

XII. Parliamentary Procedures

In all affairs and meetings of the Executive Board, Committees, and General Assembly, the proceedings shall be governed by Robert's Rules of Order, New Revised.

XIII. Dissolution

Upon dissolution of this Association, all assets, after payment of debts and liabilities, shall be distributed to one or more nonprofit organizations qualified under Section 501(c)(6) of the Internal Revenue Code whose purposes are consistent with IPEG's mission.
Distribution shall be approved by a majority vote of the Executive Board in office at the time of dissolution.

XIV. Amendments (Constitution)

This Constitution may be altered, amended, or repealed at any Annual Meeting of the Members upon recommendation of the Executive Board if notice has been presented to all Members at least 30 days in advance.

Notice of proposed amendments may be sent electronically or posted on the IPEG website.

Adoption requires the affirmative vote of a majority of Members eligible to vote and present when quorum is met.

XV. Offices

The Association shall maintain offices in California or at such other location as the Executive Board determines.

XVI. Indemnification

The Association shall indemnify any and all Members of its Executive Board, Officers, former Executive committee Members or Officers, or any person who served or shall serve at the Association's request against expenses actually and necessarily incurred in connection with the defense or settlement of any action, suit, or proceeding arising from the official capacity – provided such persons acted in good faith and not with willful misconduct.
Indemnification shall include reasonable attorney's fees and extend to the fullest extent permitted by law. IPEG shall maintain Directors & Officers (D&O) insurance to provide this protection.