Statutes

Statutes of the International Society for Surgical Prosthetics and Epithetics

As of November 19, 2023

§ 1 Name and registered office of the association, financial year
§ 2 The purpose of the association
§ 3 Raising the material resources
§ 4 The members
§ 5 The admission of members
§ 6 Termination of Membership
§ 7 The rights of members
§ 8 The duties of the members
§ 9 The organs of the association
§ 10 The General Meeting of Members and its Function
§ 11 The General Meeting of Members and its Duties
§ 12 The Board of Directors, External Representation
§ 13 Election of the Board
§ 14 The Organizing Committee
§ 15 The auditors
§ 16 The settlement of disputes arising from the association relationship
§ 17 Dissolution of the Association
§ 18 Place of jurisdiction

§ 1: Name and registered office of the association, financial year

The association is named “International Society for Surgical Prosthetics and Epithetics” (I.A.S.P.E.)
Its headquarters are in Linz. A fiscal year is the calendar year.

§ 2: Der Zweck des Vereins

Der Zweck des Vereins ist die wissenschaftliche und praktische Förderung auf dem Gebiet der chirurgischen Prothetik und Epithetik. Der Verein verfolgt ausschließlich gemeinnützige Zwecke i.S. des „Steuerbegünstigte Zwecke“ der Abgabenordnung. Dies soll insbesondere erreicht werden durch:

  1. by holding meetings and other events
  2. by participating in similar events organized by other, including foreign, organizations
  3. through personal and written contact between members and with the association
  4. through maintaining personal contact with representatives of related fields both domestically and abroad
  5. by supporting research activities in one’s own field and related disciplines (e.g. through scholarships)

The association’s funds may only be used for the stated purposes outlined in its statutes. Members do not receive any payments from the association’s funds.

No person may be favored by expenditures that are unrelated to the purpose of the association or by disproportionately high remuneration.

§ 3: Raising the material resources

The necessary resources to achieve the aforementioned goal shall be raised:

  1. through membership fees
  2. through dedicated donations
  3. through proceeds from events

The amount of the joining fee and membership dues, as well as their due date, will be determined by the general meeting of members.

§ 4: The members

Associate members, full members and honorary members are provided for.

  1. New members are generally admitted as associate members. Associate membership is open to all individuals from various medical and medical technology fields, provided they pay the joining fee and annual membership dues and subscribe to the association’s objectives.
  2. Each associate member can be appointed a full member after at least one year of membership.
  3. Outstanding individuals whose work has significantly advanced our field can be appointed as honorary members.

§ 5: The admission of members

The admission of an associate member requires an application from the applicant. The application must be submitted to the board of directors. If at least three board members support the application, it must be forwarded to the next annual general meeting. The applicant is considered admitted if a simple majority is reached in the vote. A secret ballot must be held upon request. Honorary membership is conferred by a unanimous decision of the board of directors.

§ 6: Termination of Membership

Membership terminates through:

  1. Death of the member
  2. Voluntary resignation: In this case, the resignation must be submitted to the board in writing no later than 14 days before the Annual General Meeting and will take effect at the end of the same year.
  3. By removal from the membership list: This must be done if a member remains in arrears with their membership dues for more than one year despite three written reminders. The club retains the right to collect the outstanding dues.
  4. Expulsion: This must occur if a motion for expulsion is approved by a two-thirds majority at the general meeting. A motion for expulsion can be made if a member’s conduct harms the association or deliberately works against its objectives. Proven intent to do so, as well as disparaging the association and its members, can also lead to a motion for expulsion.

§ 7: The rights of members

  1. All members are welcome to participate in the club’s events.
  2. All full and honorary members have active voting rights. Only full members have the right to be elected.

§ 8: The duties of the members

  1. All members must protect the interests of the association, observe the statutes and make use of their rights where possible.
  2. All members, including associates, are required to pay annual membership dues. Any changes to the membership dues or joining fee will be decided by the Annual General Meeting with a two-thirds majority for the following calendar year.
  3. Members are obliged to inform the board immediately of any changes in their professional circumstances, in particular appointments and changes of address.
  4. If a regular member is appointed an honorary member or retires, the obligation to pay the annual membership fee ceases. This does not affect the member’s rights.

§ 9: The organs of the association

  1. The ordinary and extraordinary general meeting
  2. The board
  3. The organizing committee
  4. The two auditors

§ 10: The General Meeting of Members and its Function

A general meeting of members is held at least every two years. The board decides in advance whether the general meeting will take place in person or online. The following principles apply to online meetings:

  1. The meeting will be broadcast visually and audibly in real time for the participants.
  2. Members have the right to speak at any time during the meeting via electronic communication. If a member is given the floor, they must be given the opportunity to speak via video communication.
  3. In all votes, members can exercise their right to vote via electronic communication and, if necessary, also raise objections in this way.

The date of the Annual General Meeting must be announced to all members individually at least four weeks in advance. Extraordinary General Meetings may be convened by the Board of Directors, for which invitations must be sent at least two weeks in advance. The agenda must also be announced with the notice of the Annual General Meeting. Motions for the Annual General Meeting must be submitted to the Board of Directors in writing no later than three days before the meeting. Valid resolutions can only be passed on items included in the agenda, with the exception of resolutions concerning the holding of an Extraordinary General Meeting. The Annual General Meeting constitutes a quorum with the presence of one-third of the voting members. The term “present” is defined as follows: Each voting member may represent only one other non-present voting member with an active vote, provided that a handwritten, signed power of attorney from the represented member is presented. Powers of attorney are valid for only one Annual General Meeting and must be collected by the Board of Directors. If a general meeting lacks a quorum, a second general meeting with the same agenda will be held 15 minutes later, which will have voting power regardless of the number of members present. Resolutions at the members’ general meeting are passed by a simple majority. Amendments to the articles of association and dissolution of the association are only possible if more than one-third of the voting members are present.

§ 11: The General Meeting of Members and its Duties

The General Meeting is responsible for:

  1. The President’s Annual Report
  2. The treasurer’s financial report
  3. To receive the auditors’ report and to decide on the discharge of the individual board members.
  4. To elect the board members and auditors
  5. to decide on a) the admission of members and b) the appointment of honorary members, c) applications, d) amendments and additions to the statutes, and e) the dissolution of the association.
  6. To decide on the use of funds to fulfill the association’s purpose.

§ 12: The board of directors, external representation

The board consists of:

  1. the President
  2. the vice president
  3. the secretary
  4. the cashier
  5. the scientific secretary
  6. the successor president, after the first half of the term of office has expired

The board of directors may appoint an advisory board consisting of up to five members. These members are co-opted into the board of directors and thus have voting rights within the board.

All positions are voluntary. The board is responsible for all regulations not assigned to the general meeting. This applies in particular to:

  • the convening and preparation of the general meeting
  • the implementation of resolutions passed by the general meeting
  • the management of the association’s assets and preparation of the annual financial statements

In urgent cases that cannot be postponed, the board is authorized to make decisions that fall under the purview of the general meeting of members. Individual members must be notified of such a decision in writing. Member approval can be obtained in writing or by vote at the next general meeting of members. This excludes the decisions listed in paragraph 11, points 4 and 5. Motions of no confidence may be brought against the board or individual members thereof. Written motions must be submitted by three members and include a statement of reasons. Upon receipt of such a properly submitted motion, the board is obligated to convene an extraordinary general meeting within two weeks. If the motion is successful, new elections must be held immediately.

The President represents the association externally and chairs meetings. The President signs important documents, especially legally binding certificates, together with the Secretary and/or the Scientific Secretary. The President is responsible for organizing the International Symposium. The Scientific Secretary heads the Symposium’s Topic Selection Committee and is thus responsible for developing the symposium program in consultation with the President. Their responsibilities also include liaising with the media, public authorities, their representatives, and political officials, as well as establishing and maintaining contact with other organizations. Together with the Secretary, they are responsible for convening board meetings and general assemblies, including annual general meetings, and for setting the agenda, in accordance with the President’s instructions, and for signing officiating communications from the board.

The Scientific Secretary is responsible to the President and other members of the Board. The Treasurer is authorized to sign for current income and expenses up to €1,000; for amounts exceeding this, the Treasurer requires the approval of the President or Vice President. If the Board is not unanimous, a simple majority decides. In the event of a tie, the President casts the deciding vote. The Board constitutes a quorum when the President and half of its members are present. In urgent cases, Board decisions may also be made via email and telecommunication.

§ 13: The election of the board

The board is elected for a four-year term. The following are elected:

  1. the president
  2. the vice president
  3. the secretary
  4. the cashier
  5. the scientific secretary
  6. the successor president
    1. The successor president is co-opted onto the board after the first half of the term has elapsed. This co-option onto the board is independent of the number of elected advisory board members. The elected successor president is thus an extraordinary member of the board and has voting rights in board decisions. The co-opted successor has an advisory role unless specifically appointed by the president or required to act in their elected capacity on the board.
    1. The outgoing president concludes the symposium he has organized and, at the end of the conference, introduces the new president to the participants and officially hands over the duties of office.

§ 14: The Organizing Committee

The organizing committee is hosting the “International Symposium for Surgical Prosthetics and Epithetics.” Organization is handled by a local committee. The head of the organizing committee is an ex officio member of the board. Non-members may also be engaged to serve as conference secretaries.

§ 15: The auditors

The two auditors are elected by the Annual General Meeting for the same term of office as the Board of Directors. They review the treasurer’s financial report, which the treasurer must present to them at the Annual General Meeting.

§ 16: The settlement of disputes arising from the association relationship

Disputes arising from the association’s affairs are subject to the jurisdiction of the Annual General Meeting. Each party to the dispute elects two representatives, and only these representatives are entitled to present arguments before the meeting in the given case. The members decide by simple majority. In the event of a tie, the board of directors decides.

§ 17: Dissolution of the Association

The dissolution of the association requires a motion signed by more than 50% of the regular members. The motion must then be forwarded to the Annual General Meeting or an Extraordinary General Meeting for a vote. A three-quarters majority is required for approval.

In the event of dissolution, the president and his deputy are jointly authorized liquidators, unless the dissolution resolution stipulates otherwise.

Upon dissolution of the association, half of the assets will be distributed between Tulpe e.V. and Kopf-Hals-M.U.N.D.-Krebs e.V. – for exclusively charitable purposes.

The foregoing provisions shall apply accordingly if the association has been deprived of its legal capacity.

§18: Jurisdiction

The association’s place of jurisdiction is Linz.