BYLAWS OF Global Network for Simulation in Healthcare, Inc (GNSH)
Article I – Name and Purpose
Article II – Offices
Article III – Membership
Article IV – Board of Directors
Article V – Officers
Article VI – Indemnity
Article VII – Conflicts of Interest
Article VIII – Contracts, Loans, Checks, and Deposits
Article IX – Fiscal Year
Article X – Corporate Seal
Article XI – Waiver of Notice
Article XII – Amendments
Article I – Name and Purpose
Section 1 – Name
The name of the organization shall be Global Network for Simulation in Healthcare, Inc. It shall be a nonprofit organization incorporated under the laws of the state of Tennessee.
Section 2 – Purpose
The Organization is organized for exclusively religious, charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3) of the Internal Revenue Code of 1986. Specifically, the Corporation will research, identify, and develop solutions that improve healthcare services to the public.
Article II – Offices
The principal office of the Corporation in the State of Tennessee, shall be located in the County of Shelby. The Corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Article III – Membership
Section 1 – Classes of Members
The membership of the Organization shall be two (2) classes of membership: supporting members of the Organization, and Board of Directors members.
Section 2 – Election of members of the Organization
Every person interested in becoming a supporting member of the Organization must be employed by either a non-commercial or commercial organization that must have the following characteristics: healthcare simulation professional organization; institution with a significant stake in health care simulation; regulatory and policy-making organization with a significant interest in healthcare simulation; organization or representative group with a significant interest in patient safety, quality and care; or a for profit organization with a significant interest in simulation, patient safety, quality and care. The Board of Directors may also invite select individuals who have made significant contributions to simulation to serve as a supporting member of the organization.
Section 3 – Voting Rights
A. Supporting Members of the Organization. Such Members in good standing shall be entitled to vote on issues brought before the Organization by the Board of Directors for ratification. Such issues shall be decided by simple majority affirmations.
B. Members of the Board of Directors. Primary governance of the organization will rest with the Board of Directors, whose members shall have the right to vote on all issues before them. From time to time, for the purpose of unity and clarity, matters passed by the Board of Directors may, at the Board’s discretion, be brought before the general membership for ratification (See A. above). In such circumstances, a special organizational business meeting will be either called, by voice or written instrument, with a minimum notice of five business days.
Section 4 – Termination of Membership
Any member of the Organization may terminate his/her own membership by filing a written resignation with the secretary. An Organization member that does not participate in at least three scheduled corporate activities in a consecutive six-month period will have his/her Membership terminated, excluding cases of illness, temporary relocation and any other exception approved by the Board of Directors.
Section 5 – Reinstatement of Membership
Any individual that has resigned and is requesting membership with the Organization may do so in writing. Those individuals who have had their membership terminated (voluntary or un-voluntary) may write a letter requesting to be reinstated to be approved by the Board of Directors.
Section 6 – Transfer of Membership
Membership in the Organization is neither transferable nor assignable.
Article IV – Board of Directors
Section 1 – General Powers
The business and affairs of the Organization shall be managed by its Board of Directors.
Section 2 – Size and Terms
The number of directors of the Organization shall be fixed by the Board of Directors, but in no event shall be less than five (5). Each director shall hold office for three years unless duly removed as prescribed in Article V. Each director must be reelected at the regular annual meeting.
Section 3 – Regular Meetings
A regular annual meeting of the Board of Directors shall be held in January of each year the day of which shall be called by the President. The Board of Directors will provide the time and place for the holding of additional regular meetings with notice as described in Section 5.
Section 4 – Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person/s authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
Section 5 – Notice
Notice of any meeting shall be given at least two weeks prior thereto by written notice by electronic mail. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6 – Quorum
A majority of the number of directors fixed by Section 2 of this Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A quorum shall not be established if more than 50 percent of such quorom is related by blood or marriage or otherwise have joint financial interests, such as business partnerships, etc. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7 – Manner of Acting
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8 – Action Without a Meeting
Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
Section 9 – Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the remaining term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the Board of Directors.
Section 10 – Compensation
No Director or Officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.
Section 11 – Presumption of Assent
A director of the Organization who is present at a meeting of the Board of Directors at which action on any organizational matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Organization immediately after the adjournment of the meeting. Such right to dissent shall not apply to director who voted in favor of such action.
Article V – Officers
Section 1 – Number
The officers of the Organization shall be a President/Chairperson of the Board, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of President and Secretary, which may not be held by the same person.
Section 2 – Election and Term of Office
The officers of the Organization to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Section 3 – Removal
Any officer, agent, or director may be removed by a unanimous vote of the remaining Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, agent, or director shall not of itself create contract rights, and such appointment shall be terminable at will.
Section 4 – Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5 – President
The President shall be the principal executive officer of the Organization and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Organization. He/she shall, when present, preside at all meetings of the Board of Directors, He/she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Organization, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6 – Secretary
The Secretary shall keep the minutes of the proceedings of the Board of Directors in one or more minute books provided for that purpose and see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. He/she shall be custodian of the corporate records and of the seal of the Organization and see that the seal of the Organization is affixed to all documents, the execution of which on behalf of the Organization under its seal is duly authorized. The Secretary shall also keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and will in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 7 – Treasurer
The Treasurer shall keep full and accurate account of the receipts and disbursements in books belonging to the Organization, and shall deposit all monies and other valuable effects in the name and to the credit of the Organization in such banks and depositories as may be designated by the Board of Directors, but shall not be personally liable for the safekeeping of any funds or securities so deposited pursuant to the order of the Board. He/she shall disburse the funds of the Organization as may be ordered by the Board and shall render to the President and Directors at the regular meeting of the Board, and whenever they may require accounts of all his transactions as Treasurer and of the financial condition of the Organization. He/she shall perform the duties usually incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors or by the President.
Article VI – Indemnity
The Organization shall indemnify its directors, officers and employees as follows: (a) Every director, officer, or employee of the Organization shall be indemnified by the Organization against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of his/her being or having been a director, officer, employee or agent of the Organization or is or was serving at the request of the Organization as a director, officer, employee or agent of the organization, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Organization. (b) The Organization shall provide to any person who is or was a director, officer, employee, or agent of the Organization or is or was serving at the request of the Organization as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law. (c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article VI.
Article VII – Conflicts of Interest
Section 1 – Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations.
Section 2 – Definitions
2.1 Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, (b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3 – Procedures
3.1 Duty to Disclose.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
3.2 Determining Whether a Conflict of Interest Exists.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3.3 Procedures for Addressing the Conflict of Interest.
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
3.4 Violations of the Conflicts of Interest Policy.
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4 – Records of the Proceedings.
The minutes of the governing board and all committees with board delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest is present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact exists. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5 – Compensation
5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the Organization is precluded from voting on matters pertaining to that member’s compensation.
5.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
5.3 No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
5.4 The majority of our Board of Directors will be non-salaried and will not be related to salaried personnel or to parties providing services. In addition, all compensation decisions will be made by the Board of Directors.
5.5 Further, all compensation paid will be reasonable and will be based on the following factors: (a) the type and amount of compensation received by others in similar positions, (b) the compensation levels paid in our particular geographic community, (c) the amount of time the individual spends in their position, (d) the expertise and other pertinent background of the individual, (e) the size and complexity of our organization, and (f) the need of our organization for the services of the particular individual.
Section 6 – Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy, (c) has agreed to comply with the policy, and (d) understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7 – Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8 – Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article VIII – Contracts, Loans, Checks, and Deposits
Section 1 – Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.
Section 2 – Loans.
No loans shall be contracted on behalf of the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 – Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization, shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4 – Deposits.
All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Board of Directors may select.
Article iX – Fiscal Year
The fiscal year of the Organization shall begin on the first day of January and end on the last day of December each year.
Article X – Corporate Seal
The Board of Directors may at its discretion provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Organization and the State of incorporation and the words, “Organizational Seal”.
Article XI – Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any director of the Organization under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, 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.
Article XII – Amendments
These Bylaws may be altered, amended or repealed and new Bylaws adopted when necessary by a two-thirds majority of the Board of Directors.
ADOPTED BY THE GNSH BOARD OF DIRECTORS
Initial version: March 2021
APPENDIX 1 – The GNSH Concordat
Concordat – A definition:
A Concordat is a voluntary agreement created between two or more organisations which sets out
a formal relationship, for collaborative or partnership working. It sets out a number of principles
and priorities to which all signatories can agree and defines their remit, relations and mutual
responsibilities. It will set out what the signatory organisations can expect from each other and
from the group as a collaborative body. It will form the basis for international collaboration. It can
be developed over time as the group matures.
The completed document may contain:
– An executive summary
– The Global Network for Simulation in Healthcare’s terms of reference
– An outline of the Concordat’s objectives
– The overarching commitments towards collaborative working that those signatories make
– The jurisdictions and other limitations to which the Concordat is subject
– An index of the signatories, both full and associate members
Each objective could then be further defined in terms of:
– Adherence to equality and diversity
The London Concordat in context
The purpose of the London Concordat is for the member organisations of the Global Network for
Simulation in Healthcare to formally establish agreed ways of working and to act as a set of
guiding principles that informs and sets a framework for future collaborative or partnership
working. The Concordat seeks to establish basic ground rules agreeable by all. The Concordat
has the explicit purpose of globally promoting the value and usage of simulation within healthcare
service and education. The London Concordat for the Global Network for Simulation in
The London Concordat captures the collective will of the founding organisations of the Global
Network for Simulation in Healthcare. Subject to ratification by the relevant governance structures
of individual member organisations, the Concordat forms a memorandum of understanding and
represents the aspirations and commitments of those same organisations made to each other
when they met at the London Deanery during August 2010 and 2011.
On 4-6th, August 2010 twenty-seven individuals representing sixteen regional, national and
international organisations with a substantive focus on simulation in healthcare attended an
international simulation leadership summit at London Deanery, UK. The meeting was intended to
empower the global simulation community to act collectively as simulation continues to expand
exponentially. The summit resulted in agreement by the representatives to form a Global Network
for Simulation in Healthcare and the participants developed the following mission statement:
“A global network of organizations, committed to enhancing patient safety and quality of
healthcare by promoting the appropriate use of simulation through collaboration, advocacy and
On the 1-3rd August 2011 the organisation representatives came together again in London with
the intention of formalising their collaborative working as a network. On the 11-13th July 2012,
signatories of the London concordat met in Lausanne, Switzerland and amended the above
mission statement of the Global Network for Simulation in Healthcare. The amended mission
“A global network of organizations, committed to enhancing patient safety, healthcare quality,
research and education, by promoting the appropriate use of simulation through collaboration,
advocacy and support.”
Objectives of the Global Network for Simulation in Healthcare
1. to promote the appropriate use of simulation in healthcare to improve patient care and safety,
clinical service, training, research and education
2. that the network will act as a source of expertise
3. that the network will act as a global resource
4. through shared advocacy, to support and promote the use of simulation in healthcare
5. terms of reference and ways of collaborative working
All signatory organisations have agreed to work together to optimise and encourage the
appropriate use of simulation in healthcare to achieve the objectives outlined above. They declare
a shared commitment to:
1) improve healthcare and patient safety
2) promote healthcare professional safety – safety in the workplace
3) promote service transformation and quality improvement
4) educational excellence
5) evidence-based practice
6) support and promote research
7) advocacy and dissemination of appropriate simulation-based practice
8) promote inter-professional education
9) encourage diversity in simulation methods
They also agree to work collaboratively by:
10) respecting the autonomy of membership organisations
11) valuing differences in approaches
12) respecting equality and diversity
13) promoting innovation
14) Conducting GNSH business in an open, transparent and fair way
15) An overarching commitment to collaborative working
Through this Concordat, we the undersigned organisations commit to explore collective working
to develop, promote and disseminate the highest standards of educational practice through the
scholarly advancement and optimal operational usage of simulation-based training and
educational methods for the benefit of patients and healthcare.
Whilst respecting the autonomy of individual organisations, we undertake that in support of the
greater good, we will seek to work in the best interests and traditions of academic practice to
build productive and valuable collaborations for the mutual benefit of constituent member
organisations, patients, healthcare systems and global population health.
Concordat signatories as of August 2015
1. Associação Brasileira de Simulação na Saúde, Brazilian Association for
Simulation in Healthcare (ABRASSIM)
2. Assoc iation for Simulated Practice in Healthcare (ASPiH)
3. Association for Standardized Patient Educators (ASPE)
4. Australian Society for Simulation in Healthcare (ASSH)
5. Canadian Network for Simulation in Healthcare (CNSH)
6. Dutch Society for Simulation in Healthcare (DSSH)
7. French Society for Simulation in Healthcare (AFSARMU)
8. International Nursing Association for Clinical Simulation and Learning (INACSL)
9. International Pediatric Simulation Society (IPSS)
10 Japanese Society for Instructional Systems in Healthcare (JSISH)
11.Korean Society for Simulation in Healthcare (KoSSH)
12.Latin American Association of Clinical Simulation (ALASIC)
13.The London Deanery
14.Polish Society for Medical Simulation (PSMS)
15.The Royal College of Physicians and Surgeons of Canada (RCPSC)
16.Spanish Society for Simulation in Healthcare (SESSEP)
17.Swiss Association in Simulation in Healthcare (SASH)
18.Society for Simulation in Healthcare (SSH)
19.Society in Europe for Simulation Applied to Medicine (SESAM)
1. B-Line Medical
2. CAE Healthcare
3. Innovation in Learning Inc. (Clinispace)
4. Education Management Systems
5. Laerdal Medical
6. Limbs & Things LTD
7. Simbionix (pending) – Now 3D systems
8. Simulab Corporation
9. Surgical Science