Members' Agreement of the International Society of Medical AI (ISMAI)

1. Introduction

This Members' Agreement (“Agreement”) is entered into by and between the members of the International Society of Medical AI (ISMAI), a Company Limited by Guarantee (CLG) established under the Companies Act 2014 in Ireland. This Agreement sets out the roles, responsibilities, and rights of ISMAI’s members and outlines the governance framework to ensure alignment with ISMAI’s charitable objectives.

2. Objectives of ISMAI

The primary objective of ISMAI is to promote and ensure the responsible, ethical, and medically-supervised integration of artificial intelligence (AI) in healthcare, in accordance with ISMAI’s Constitution.

3. Membership

3.1 Membership Categories

· Individual Members: Healthcare professionals, researchers, educators, and AI developers.

· Corporate Members: Organisations, including medical councils, healthcare authorities, academic institutions, and industry associations.

3.2 Admission of Members

· Membership is granted at the discretion of the President, based on eligibility criteria outlined in ISMAI’s Constitution and ethical standards.

· The Membership Engagement Committee, overseen by the President, conducts due diligence on all membership applications.

3.3 Rights of Members

· Members are entitled to participate in ISMAI’s events, committees, and professional networking opportunities.

· Members have voting rights on core governance matters as specified in ISMAI’s Constitution.

· Corporate Members may appoint a representative to act on their behalf.

3.4 Obligations of Members

· Members must adhere to ISMAI’s Code of Conduct and maintain high ethical standards.

· Members are required to pay membership fees as set by the Board.

· Members agree to actively support ISMAI’s mission and participate in its activities.

4. Governance and Decision-Making

4.1 Role of the President

· The President holds primary authority over ISMAI’s strategic direction, financial management, and operational decisions.

· The President appoints and removes the CEO, Advisory Committee members, and Committee Chairs, with ratification at the AGM.

· The President has the power to veto Board decisions, except in legally mandated voting matters.

4.2 Role of the Governing Board

· The Board provides oversight, approves the annual budget, and ensures compliance with ISMAI’s mission.

· Board members serve three-year terms and may be re-elected indefinitely at the President’s discretion.

4.3 Voting Procedures

· Voting at General Meetings (AGM/EGM) is limited to core governance matters, such as constitutional amendments or the dissolution of ISMAI.

· Decisions are made by a simple majority, with the President having a casting vote and veto authority.

5. Financial Management

5.1 Budget and Financial Oversight

· The Board approves the annual budget. The President has authority to manage and adjust expenditures within a 15% threshold without further Board approval.

· All income and assets are applied solely towards ISMAI’s charitable objectives.

5.2 Use of Funds

· Members agree that no part of ISMAI’s income shall be distributed to members, except for reasonable reimbursements or fair compensation for services rendered.

6. Confidentiality

Members agree to maintain the confidentiality of ISMAI’s proprietary information and not disclose any sensitive information to third parties without written consent from the President or the Board.

7. Conflict of Interest

· Members must disclose any conflicts of interest that may arise in connection with ISMAI’s activities.

· The President will determine the appropriate action to address conflicts, and members with conflicts must abstain from related discussions and voting.

8. Dispute Resolution

Any disputes between members related to ISMAI’s governance or activities shall be resolved through mediation, overseen by an independent mediator appointed by the Board. If mediation fails, disputes may be escalated to arbitration under Irish law.

9. Amendments to the Agreement

Amendments to this Agreement require a two-thirds majority vote of the members at an AGM or EGM, with the President having the authority to propose such amendments.

10. Termination of Membership

10.1 Automatic Renewal Membership shall automatically renew on an annual basis. If the first renewal attempt fails, ISMAI will initiate a second attempt 28 days thereafter. Should the second attempt also fail, the member will be notified via email, including a direct payment link.

10.2 Subsequent Payment Attempts If the membership fee remains unpaid, a third automatic payment attempt will be made 28 days following the second attempt. Should the third attempt fail and no direct payment is received, ISMAI will issue reminder emails at 28-day intervals.

10.3 Revocation of Membership Membership shall be revoked if the fee remains unpaid following six reminder emails, commencing from the date of the first reminder to the final notice.

11. Governing Law

This Agreement is governed by and interpreted in accordance with the laws of the Republic of Ireland.