Constitution and Bylaws of the American Institute for Medical Shockwave Providers, LLC

1. The activities of the Institute will extend across the United States.

The Institute is designed to teach, mentor, certify, and operate across the United States as a medical and

scientific membership association.

2. Purpose of the Institute:

The Purpose of the Institute is to educate, mentor and certify (both manufacture specific and nationally)

present providers and new shockwave providers. It will offer practitioners continued support for the

development of their skills and provide the latest research of extracorporeal shockwave therapy to

improve consistent therapy outcomes through the education of shockwave providers. The Institute is

Physician developed, owned, and run to limit from conflict of interest.

3. Resources and activities to achieve the aims of the Institute:

The Institute will offer Memberships, Manufacture specific Certification, National Certification, and

Mentorship programs. These programs will be the financial resource for the actualization of the

Institute’s purpose.

3.1. Idealistic resources

The concern of the Institute lies in the knowledge that there is a lack of national standards, messaging,

and training of Extracorporeal Shockwave Therapy in medicine/ancillary providers in the USA. The goal

is to encourage safe protocols and procedures already taking place, internationally.

3.1.1. Promotion of research and quality assurance:

The Institute will use prepared criteria for quality assurance and postgraduate training of shockwave

therapy for medical use/applications. These criteria were are created in cooperation with International

Shockwave Societies and the producers of Shockwave devices, implementing the principles of evidenced

based medicine (EBM).

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3.1.2. Events for basic and advanced education:

The Institute will organize conferences, seminars, lectures, meetings, educational sessions, courses, and

postgraduate training of Extracorporeal Shockwave therapy for Providers.

The Institute is a communications platform for all matters concerning Shockwave therapy in medicine.

3.1.3. Cooperation with other Shockwave Organizations:

The aim is to cooperate with other scientific societies with similar interests and with international

organizations which deal with Shockwave therapy in Medicine.

3.1.4. Cooperation with state health authorities and public health institutions:

The AIMSP will compile studies, reports and surveys for government authorities and other official

bodies, such as health institutions, dealing with Shockwave therapy, to further help define the current

established practice for Extracorporeal Shockwave Therapy (ESWT).

3.1.5. Cooperation with producers and suppliers of shockwave devices

The AIMSP will support communication between manufacture producers, suppliers and providers of

Shockwave devices to establish guidelines and standards for refining the use of their devices to improve

and increase or reproduce the intended positive clinical outcomes.

3.2. Financial resources

Membership dues, certification courses, mentorship programs, conference registration fees (including

corporate / industrial sponsors and financial contributions for social events organized in conjunction with

professional organizations), donations, bequests and grants made possible and permitted by law.

4. Types of membership

4.1 Regular Active Members

These are Physicians or Allied Healthcare Providers (properly licensed within their respective state and

allowed to utilize ESWT within their scope of practice) whom have a specific interest and experience in

Medical Shockwave Treatment.

4.2 Managing Members

Physicians who will assist in an advisory capacity and guidance for the Institute. Members who will run

day to day operations for the Institute.

4.3 Members in Retirement status

Former regular members choosing to retain their membership status, following professional retirement;

members in retirement status are entitled to the same rights as regular members without obligatory

membership dues. A membership fee reduction can be granted at Institutes events.

4.4 Honorary Fellows

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Individuals who have rendered exceptional services to the advancement of Medical Shockwave Treatment

or to the Institute itself.

4.4.1 Honorary Fellows are elected lifelong during the Annual General Meeting nominated by the

Managing Members Board.

4.4.2 The Honorary Fellows are invited to join the meetings of the Managing Members Board in an

advisory capacity and to support the Managing Members Board with consultancy services.

4.4.3 Honorary Fellows have full rights for attending meetings, but the payment of the annual

membership fee is optional.

4.4.4 One Honorary Fellow can be nominated as Honorary President for the Fellows board. This position

includes full voting rights on the Managing Members board.

4.5 Associated Members

These are Scientists, Physicians as well as Individuals from Medical and Non-Medical organizations who

are active in the fields related to Medical Shockwave Treatment.

4.5.1 Associate Members may attend annual general meetings but have no voting rights.

5. Becoming a Regular Active Member

5.1 Individuals who are Licensed/State Certified or possess the ability to perform ESWT within their

scope of practice of Medicine / Allied Healthcare and are actively practicing. These individuals are

eligible to become Regular Active Member of the Institute.

5.2 An application for regular active membership shall be supported by an active and verifiable state

license. Admission, initially, is that of Prospective Member. The promoting of Prospective to Regular

Active Member is ultimately decided during the successive Annual General Meeting. Admission may be

refused without indicating any reasons.

5.3 The nomination of Honorary Fellows, elevation of Prospective Members and Associate Members

shall be performed during the Annual General Meeting following recommendations of the Managing

Members Board.

6. Termination of Membership

Membership is terminated by death, voluntary withdrawal, deletion or expulsion.

6.1 Voluntary withdrawal

Voluntary withdrawal can be made anytime; it must, however, be declared to the Managing Member

Board in writing but shall not constitute a release from any obligations to the Institute incurred prior to

the date of withdrawal.

6.2 Deletion due to Membership arrears

The Managing Members Board can expel a member if the said member is more than 3 months in arrears

with membership due payments and despite having being sent two (2) reminders. Deletion shall not

affect the obligation to pay outstanding membership dues.

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6.3 Expulsion of a member would be due to gross violation of the interests of the Institute or

because of dishonorable conduct.

The expulsion of a member from the Institute would be due to dishonorable conduct or gross violation

and against the interests of the Institute and can be undertaken immediately by a voice vote amongst the

Managing Member Board. An appeal against an expulsion decision can be made at the Annual General

Meeting if it is requested, by certified mail, within two (2) weeks, upon receipt of the written resolution of

expulsion. The rights and duties of membership shall be suspended until a decision has been reached at

the Annual General Meeting.

6.4 Withdrawal of an Honorary Fellowship, Supporting Member and Associate Members

The decision to withdraw Honorary Fellowship, Promoting Membership and Associate Membership,

would arise as a consequence of a violation counter intuitive of the Institutes interests or dishonorable

conduct and it shall be taken up at the successive Annual General Meeting upon motion and moved by the

Managing Members Board.

7. Rights and duties of all Members

7.1 Right to participate in events

Members are encouraged to participate in all events the Institute offers. Members are encouraged and

avail themselves of the Institutes mentorship program, lecture series, testing seminars and Annual General

meeting. Some of the aforementioned activities may incur a financial charge (conference fees or the like).

Members shall be informed of all events in a timely fashion so that they may be able to exercise this right.

7.2 Voting and election rights in the Annual General Meeting

The right to vote at the Annual General Meeting, including active or passive election voting rights, is

reserved exclusively for Regular Active Members. Members who are granted Regular Active

Membership status at the Annual General Meeting are not eligible to vote at the same meeting but will be

entitled to do so starting at the next Annual General Meeting.

Promoting Members and Associate Members are not eligible to vote at the Annual General Meeting.

7.3 Right to information regarding the agenda of the Institute

All Active Members are entitled to be kept informed of the activities of the Institute including the

financial health/handling of affairs by the Managing Member Board at the Annual General Meeting.

7.4 Membership Duty to promote the interests of the Institute

Members shall promote the interests of the Institute to the best of their ability and refrain from any acts

that prove detrimental, malign, or disparage the reputation and purpose of the Institute.

7.5 Membership Duty to disseminate scientific published knowledge

To ensure that the Institute is kept up to date with studies of Extracorporeal Shockwave Treatment

(especially in regards to the musculoskeletal system) any Active Member is asked to inform the General

Secretary or members of the Managing Members of the latest scientific findings and submit copies of any

publications to the Managing Members .for proper vetting and posting to the website.

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7.6 Membership dues

All Active Members are obliged to punctually pay membership dues in the amount set by the Managing

Members Board during the Annual General Meeting. The period of membership is from January 1st to

December 31st of each calendar year. Dues will be debited at the end of each calendar year.

7.7 Exemption from membership dues

Members in Retirement Status and Honorary Fellows are exempt from Dues payment obligations.

7.8 Automatic direct debiting of Membership Dues

Due to the difficulty of charging membership dues and to reduce administrative costs, each member shall

have the amount automatically deducted from his/her credit card account annually. In case of withdrawal

of membership, the member shall cancel the direct debit by writing or e-mail to the General Secretary.

8. Annual General Meeting

8.1 Frequency, Date, and location

The Annual General Meeting takes place once a year. The location and date of the Annual General

Meeting shall be set at the previous Annual General Meeting. The Managing Members Board must

communicate any changes of date and/or location to all members at least four (4) weeks prior to the

appointed new date of the Annual General Meeting.

8.2 Extraordinary General Meeting

An Extraordinary General Meeting shall convene upon the resolution of the Managing Members Board or

the Annual General Meeting or upon a written application with sufficient grounds signed by at least 10 %

of the Managing Members or at the behest of auditors. In this case scenario, an Extraordinary General

Meeting must take place no later than one (1) month after the request for its calling has reached the

Managing Members Board. The procedure of an Extraordinary General Meeting is the same as the

procedure of the Annual General Meeting.

8.3 Invitation to the Extraordinary and General Meeting

All Regular Active Members will be invited in writing or e-mailed to attend the General and/or

Extraordinary General meetings at least four (4) weeks in advance of the appointed date. The appointment

of the date of the Annual General Meeting shall include an agenda. Meetings shall be called by the

Managing Member Board. All Active Members who fail to notify in writing or e-mail, of their change of

address or have not had the changes confirmed are not entitled to timely reception of information from the

Institute.

8.4 Motions regarding agenda items

Motions are welcome by all voting Regular Active Members. Motions concerning items on the agenda

must reach the Managing Members Board (President, Vice President or General Secretary) in writing or

e-mail, at least seven (7) days in advance of the date of the Annual General Meeting have to be included;

the Managing Member Board may also appoint items on the agenda at short notice.

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8.5 Valid resolutions

Valid resolutions – with the exception, of an Extraordinary General Meeting – may only be passed with

regard, to items on the agenda.

8.6 Participation, Voting and Election Rights

All Members are entitled to participate in the Annual General Meeting. All Regular Active Members and

Managing Members are entitled to vote on motions for resolution and Managing Members hold election

rights of the Managing boards. Every eligible Managing Member shall have one vote. The transfer of

voting rights is prohibited. Written voting of an agenda item is permitted. The Annual General Meeting

shall constitute a quorum regardless of the number of Regular Active Members voting or Managing

Members present, if it has been called in accordance with the Constitution.

8.7 Elections and Amendment Resolutions

Elections and amendment resolutions at the Annual General Meeting shall normally be decided by a

simple majority of votes. Resolutions to amend the Constitution of the Institute or to dissolve the Institute

shall however require a qualified majority of two-thirds of the valid votes cast and occur after a secret

ballot following the motion of one or more Managing Members.

8.8 Chair of the Annual General Meeting

The President shall chair the Annual General Meeting. If s/he is unable to attend, the chair shall be

assumed by the Vice President. If the Vice President is also unable to attend, the chair shall be assumed

by the General Secretary. If s/he is unable to attend as well, the chair shall be assumed by the most senior

member of the Managing Member Board.

9. Duties performed at the Annual General Meeting

9.1 Approval of the statement of account and the closing of accounts.

9.2 Appointment and dismissal of the members of the Managing Board and other Auditors

9.3 Setting membership dues.

9.4 Decisions about admissions and expulsions of members. Final decisions on the admission of members

and on appeals against expulsions from membership. Confirmation and expulsion of Honorary

Fellowship, as well as Promoting Perspective and Associate Memberships.

9.5 Resolutions concerning the constitution and or the dissolution of the Institute, ratifying resolutions

concerning amendments to the constitution.

9.6 Consultation and ratification of resolutions of all other issues and matters on the agenda to include:

Web design, social media, status of mentorship programs, regional lecture series, testing sites etc.

10. Officers of the Institute

10.1 Managing Members Board

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10.1.1 Members of the Managing Board:

President

Vice President

Honorary Fellow President

General Secretary

Scientific / Education Secretary

Treasurer / Business Affairs Coordinator

Compliance Committee Officer

(Up to two) Compliance Committee Members (non-voting positions)

10.1.2 Appointment procedures of the Managing Members Board

Managing Board Members should be from diverse professional fields as well as different regions of the

country. The officials are elected by the managing members at the Annual General Meeting. All

managing members can nominate candidates. The proposals should be e-mailed with a current

curriculum vitae, to the General Secretary within seven (7) days of the General Meeting, so the proposals

can be reviewed and properly discussed at the Managing Members Board meeting. The term of each

office will be five (5) years. An annual change of the officials term can be concluded after a unanimous

vote of the Managing Members Board, every year, at the Annual General Meeting. Re-election is

permitted. A meeting of the Managing Member Board shall be called or orally requested by the General

Secretary with authorization of the President, if the President is unable to do so, the function of the

Presidency shall be transmitted to the Vice President. The Managing Member Board shall constitute a

quorum when all its members have been invited and at least three are present. The Managing Member

Board shall pass its resolutions by a simple majority. In the event of a tie, the Chair shall cast the deciding

vote. The Managing Members Board shall be chaired by the President. If s/he is unable to attend, the

meeting shall be chaired by the Vice President, or the General Secretary (in this order). With exception of

death or expiration of the term of office, the function of a member of the Managing Board shall terminate

through resignation. The members of the Managing Board can announce their resignation in writing at

any time. The announcement of resignation shall be submitted to the Managing Board. In the event of the

resignation of the entire Managing Member Board, it shall be submitted to the Annual General Meeting.

In this case the resignation shall come into effect only upon the election of the new Managing Member

Board.

10.1.3 Duties of the Managing Members Board

The Managing Members Board is responsible for the day-to-day functions of the Institute. It is charged

with all duties not allocated to another body of the Institute by the Constitution. The following matters

fall within its domain:

Coordination and site planning of Seminar and Certification activities.

Documentation / Mentorship and the Scientific activities for its members

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Administration of the assets of the Institute

Preparation of the annual budget, as well as the annual report and statement of accounts

Preparation and calling of the Annual General Meeting and/or Extraordinary Meeting

Calling for and preparation of nominations for the Annual General Meeting

Admission, expulsion, and deletion of members of the Institute

Hiring and termination of employment of Institute staff

10.1.4 Finances

The American Institute for Medical Shockwave Providers, LLC is the owner of the Institutes bank

account. The signatory power and power of disposal of the Institutes estates are held by:

The President

The Vice President

The Treasurer

Any other individual who - to alleviate the financial activities of the Institute – may be given signatory

power by the Managing Member Board (for instance, the secretary of the Institute) the President, Vice

President, Treasurer or General Secretary, assumes management of the Institutes bank account and

financial transactions.

The Managing Members Board is tasked to hire an outside accounting firm and decides by majority about

the details of how the financial report and the financial book-keeping of its business revenues,

expenditures and credit balance are established. A book-keeping period lasts from January 1st to

December 31st of the book-keeping year.

10.1.5 Duties of individual Managing Members Board

10.1.5.1 The President

10.1.5.1.1 The President shall represent the Institute in all external negotiations. If the President is not

available, his duties shall be assumed by the Vice President, or by the General Secretary, if the President

and the Vice President are not available.

10.1.5.1.2 The President shall chair the Annual General Meeting and meetings of the Managing Members

Board as well as the Annual General Members Meeting.

10.1.5.1.3 In case of an emergency - this applies to matters that fall within the scope of activities of the

Annual General Meeting or the Managing Members Board - s/he is authorized to issue instructions,

though these require retroactive approval by the responsible body of the Institute.

10.1.5.1.4 The President supports the Organization of AIMSP events.

10.1.5.1.5 The President supports the members in their discussions with state authorities and institutions

charged with the preparation of guidelines for the implementation and compensation of shockwave

treatment at national levels.

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10.1.5.1.6 The President and the Vice President or Treasured are empowered to sign all contracts and

agreements concerning the AIMSP with acceptance of the Managing Members Board concerns.

10.1.5.2 The Vice President

10.1.5.2.1 The Vice President supports the President in all activities. The Vice President replaces the

President for the time that the President is unable to perform his/her duties, and in case of permanent

unavailability of the President and until the Managing Member Board elects a new President. The Vice

President assumes all competences and authorities of the President during that time he/she substitutes the

President.

10.1.5.3 The General Secretary

The General Secretary oversees the Institutes daily business matters and is in this capacity he/she is also

the Institutes official representative to the outside world.

10.1.5.3.1 Coordination of Communication

The General Secretary is responsible for the cohesive dissemination of the Institutions internal

correspondence (e-mails) and messages, assisting the President, Vice President, and conference

organizers in announcing the Institutions events and activities to all members.

10.1.5.3.2 Bookkeeping and processing of the financial transactions of the Institute. Financial transactions

are performed by one or more members of the Management Board that is authorized to sign or other

assistance (such as a secretary). The Management Board assigns signing authority to individuals.

10.1.5.3.3 The Institute may provide the General Secretary with personal assistance, such as a secretary,

who aids him/her in his/her work, and the Institute may also grant that assistant signatory power.

10.1.5.3.4 The General Secretary and the President are empowered to sign all contracts and agreements

concerning the AIMSP with prior approval / acceptance of the Managing Members Board.

10.1.5.3.5 Maintenance of the Web site and social media: The Institute considers the Web site its most

important instrument of communication. It is the responsibility of the General Secretary to ensure that the

Web site is kept up-to-date and to organized including the presence of the active and relatable AIMSP

messaging within its social media content. The General Secretary is empowered to delegate this task to a

third party, the cost of which shall be assumed by the Society.

10.1.5.3.6. The General Secretary shall be responsible for recording the minutes of meetings and

documenting in writing all resolutions of the Institute.

10.1.5.3.7 The General Secretary is responsible for the handling of the formal duties of the Institute

(annual registrations of the state regulatory requirements, authority for societies and organizations).

10.1.5.3.8 If the General Secretary is unable to perform these duties, they shall be assumed by the

Membership Secretary or by the Scientific / Education Secretary or by another member of the Institute

appointed by the President.

10.1.5.4 The Scientific / Education Secretary

10.1.5.4.1 The Scientific / Education Secretary is responsible for the administration of scientific records

and publications of the Institute. As the Research Coordinator, they shall follow the worldwide research

activities about shockwave technologies, basic research, and clinical studies. The coordinator should

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support the organization of periodic Basic Research seminars / meetings, to promote basic research to the

Institutes members.

10.1.5.4.2 He / She oversees the development of scientific activities of the Institute and in this capacity

works closely with the manufacture product enhancements, International Organizers, Web site population

of current studies, enhancements to the seminar materials, certification testing material, communications

with state and local education authorities, initiates future activities and presents proposals and prospective

organizers before the Managing Members Board for consideration. The final decision lies with the

Managing Board.

10.1.5.5 The Treasurer / Business Affairs Coordinator

10.1.5.5.1 The Treasurer is responsible for the proper handling of the finances of the Institute,

administrator of all revenues and expenditures of the Institute and in charge of its financial reporting and

preparation of a budget proposal at the Annual General Meeting.

10.1.5.5.2 Accounting is to be done externally. The treasurer is responsible to task a tax accountant or

auditor and provide all documents. The Managing Members Board must be always informed about the

procedures and may demand a change of accounting office with a majority vote.

10.1.5.5.3 As the Business Affairs Coordinator, he/she is responsible for liaising with the industrial sector

All members of the Society and in particular the Managing Member Board, shall cultivate contact with

the manufacturers and trade companies of shockwave devices, connections with Industry should be

obtained as sponsors to be part of the Institutes activities.

10.1.5.5.4 Should the Treasurer / Business Affairs Secretary be unable to perform his / her duties, they

shall be assumed by a member appointed by the President.

10.1.5.6 Compliance Committee Officer

10.1.5.6.1 The Compliance Committee is established to advise and assist the implementation of the

AIMSP Guideline of Compliance and Code of Conduct.

10.1.5.6.2 The Compliance Committee Officer is leading the Compliance Committee. He is collecting the

cases and he is organizing the meetings of the Compliance Committee Members. There are up to two

Compliance Committee Members, who support the work of the Compliance Committee Officer.

10.1.5.6.3 The decisions of the Compliance Committee are reached by a simple majority according to

democratic principles. The deputies of the Members of the Managing Member Board may step into their

function only if they are unable to attend to their duties, this however, shall not affect the validity of

actions formed by the deputies.

10.1.5.7 Managing Board Member without Title

10.1.5.7.1 An additional member without a portfolio can be invited to attend and vote as part of the

Managing Board by agreement of the existing Managing Board members, if the Managing Members

Board considers it necessary to accomplish upcoming challenges.

10.1.5.7.2 The entire Managing Board assigns the invited member of the Managing Board without a

portfolio. This person has the same rights and duties as the other members of the Managing Board.

10.1.5.7.3 The Former Presidents of the AIMSP have the right to participate at the Managing Board

Meetings to counsel the Managing Board.

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11. Non-Managing Board officers

Conference Secretary

Advisory Committee Members

The Court of Arbitration

11.1 The Conference Secretary

11.1.2 The Conference Secretary may be appointed by the President of the Institute or by the Managing

Member Board; he / she may assume in part or in whole the responsibility of the President’s agenda at the

conference. The Conference Secretary may be granted the power to place orders or reservations orally or

in writing or whatever else is necessary for the purpose of the conference. A written attestation must be

made before this can come into effect (i.e. a written decision by the Managing Board or a letter from the

President.).

11.1.3 The Conference Secretary is not a member of the Managing Board, though he /she should take part

in the sessions of the Managing Members Board to be able to, on the one side, provide information to the

Managing Members Board and, on the other, to better understand the wishes and ideas of the Managing

Members Board.

11.2 Advisory Committee Members

11.2.1 Up to 20 advisory committee members from possibly various countries or scopes of activity shall

be appointed and have an advisory function and support the Managing Board in its respective activity.

Advisory Committee Members may be invited to the sessions of the Managing Board where they can

contribute to the discussion and help finding the best possible resolution.

11.2.2 Advisory Committee Members may be entrusted with specific tasks, for example, the drafting of

passages or information intended for the Institutes Web site or the preparation of official statements for

third parties which are then to be submitted by the Managing Board or the President.

11.3 The Court of Arbitration

11.3.1 The arbitration tribunal shall decide all disputes arising within the Institute. The arbitration tribunal

shall be composed of five regular members. It shall be constituted in such a way that each party to the

dispute shall name two regular members as representatives of its interests to the Managing Tribunal

Board. The representatives nominated shall thus elect a fifth regular member as chair of the Arbitration

Tribunal with a majority vote. In the event of a tie another regular member shall be voted. Only if no

regular member can get a majority vote, a decision among the nominees shall be reached by lottery and is

to be drawn by the President

11.3.2 The Arbitration Tribunal shall make its decisions in the presence of all members by a simple

majority of votes. Decisions are taken to the best of the tribunal’s knowledge and belief. Its decisions are

final within the Institute.

12. Dissolution of the American Institute for Medical Shockwave Providers

12.1 The voluntary dissolution of the Institute can only be resolved at an Extraordinary General Meeting

called for this purpose and only with a majority of votes.

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12.2 The final Managing Members Board of the Institute must notify in writing the authority responsible:

State Local Licensing, IRS, Board of Education, any other affiliated associations / organizations of the

voluntary dissolution.

Resolved by the President of the AIMSP in New York, New York, February 9th, 2023