A. NAME ARTICLE 1
B. PURPOSE ARTICLE 2
C. ACTIVITIES and ROLES ARTICLE 3
D. MEANS, FINANCIAL RESOURCES ARTICLE 4
4.1: Annual fees
4.2: Revenues from meetings
4.3: Incomes from the Journals and from books edited by FESSH
4.4: Other contributions
E. MEMBERSHIP  ARTICLE 5
5.1: Eligibility
5.2: Application for Membership
5.3: Categories of Membership
5.4: Representation of the Members by Delegates
5.5: Resignation of a Member
5.6: Suspension or Exclusion
5.7: Privacy
F. ORGANISATION ARTICLE 6: Delegates Assembly
6.1: Extraordinary Delegates Assembly
6.2: Notice of Ordinary and Extraordinary Delegates Assembly
6.3: Voting rights, majority and quorum at Ordinary and Extraordinary Delegates Assembly
6.4: Duties of the Delegates Assembly
ARTICLE 7: EXECUTIVE COMMITTEE and COUNCIL
7.1: Composition
7.2: Duties of the Executive Committee
7.3: Duties of the Council
7.4: Appointment and Duties of the Committees
7.5: Term of Office
7.6: Resignation
7.7: Vacancy
7.8: Remuneration
7.9: Notice of Council and Executive Committee Meetings
7.10: Voting rights, majority and quorum at Council and Executive Committee Meetings
7.11: Minutes
ARTICLE 8: APPOINTMENTS OF OFFICERS
8.1.: Secretary General and Treasurer
8.2.: Committees and Chairmen of Committees
ARTICLE 9: FEDERATION’S MANAGING OFFICE
9.1: General
9.2: The Secretary Office
9.3: The Office Managers
9.4: Treasurer
ARTICLE 10: Dissolution and Liquidation
10.1: Dissolution
10.2: Liquidation
ARTICLE 11: LIABILITIES, ASSETS and INDEMNITY
11.1: Liabilities
11.2: Assets
11.3: Indemnity
ARTICLE 12: Final clauses
12.1: Business Year
12.2 Annual financial control
12.3 Auditor
12.4 Commercial Register

A. NAME

ARTICLE 1

Under the name of
FESSH – Federation of European Societies for Surgery of the Hand
there exists an association pursuant to Articles 60 et seq. of the Swiss Civil Code (ZGB) having its seat in St. Gallen, Switzerland.

B. PURPOSE

ARTICLE 2

FESSH is an organization which represents national Hand Surgery Societies in Europe and thereby improves healthcare in Europe.

The Special purpose of this Federation shall be the advancement of Hand Surgery in all of its aspects to include:

  1. Facilitating the personal association of Hand Surgeons throughout Europe,
  2. Spread knowledge and education through publications and scientific meetings.
  3. Improve quality control in Hand Surgery
  4. Monitor the socio-economic impact of Hand Surgery.
  5. Offer information for patients.
  6. Represent the European member societies at the official European authorities (E.C., Harmonization Committee, UEMS, Council of Europe, etc.).
  7. Cherish the history and culture of Hand Surgery.

The activities of the Society shall not be carried out with intent to make profit, but may include the charging of certain services, in conformity with the carrying out of its objectives.

C. ACTIVITIES and ROLES

ARTICLE 3

To fulfil these aims the Federation shall have among different activities the following accomplishments:

  1. Aiding in the exchange and dissemination of knowledge and ideas in the field of Hand Surgery
  2. Encouraging research in the field of Hand Surgery and in allied sciences.
  3. Actively participate in the process of education and certification, such as recognition of the specialty at a European level.
  4. Support projects to improve quality control.
  5. Offer platforms for contact and information for patients.
  6. Actively participate at the official meetings of the European authorities (E.C., Harmonization Committee, UEMS, or similar institutions).
  7. Interact with relevant allied disciplines.

D. MEANS, FINANCIAL RESOURCES

ARTICLE 4

The Society shall meet its needs by

4.1: Annual fees

  1. The annual membership fee to be paid by each member shall be decided by the Council and ratified by the Delegates Assembly.
  2. Membership fees from the member societies are based on their membership numbers. The Delegates Assembly determines the membership fee per capita.
  3. Fees are paid at the beginning of each year for the current year.
  4. The billing is made upon member’s notification by the Treasurer in January each Year .

4.2: Revenues from meetings

The organizing member of each Scientific Congress pays to the Federation an agreed fee; Congress organizing rules are defined separately in agreement with the Delegates Assembly.

4.3: Incomes from the Journals and from books edited by FESSH

The Society supports scientific publications. Incomes deriving from these activities are defined in agreement with the Delegates Assembly.

4.4: Other contributions

Other contributions would include inter alia donations, grants, legacies, special fundraisings, other revenues and deposits.

E. MEMBERSHIP

ARTICLE 5

5.1: Eligibility

The members of the Federation will be the National Societies for Surgery of the Hand belonging to the countries that are members of the Council of Europe, represented by their Delegates.

5.2: Application for Membership

Application for full Membership and Corresponding Membership must be complete and received by the Secretary General at least eight months prior to the Delegates Assembly. If admitted, an applicant must undertake to abide by the present by-laws and any future amendment to such by-laws.

Applications for membership shall be made in writing and are subject to approval by the Delegates Assembly, based upon its assessment of the best interests of the Federation.

5.3: Categories of Membership

The membership of the Association shall be divided into three categories:

  1. Full Membership
    Full members need to fulfil the rules of the Federation. It is necessary that their Society is a recognized Society for Surgery for the Hand. The country must be a full member of the Council of Europe. The member should be representative of Hand Surgery in that country. Full members pay membership fees, participate in the Delegates Assembly and have a right to vote.
  2. Corresponding Membership
    Corresponding Membership is available to societies whose nations do not belong to the Council of Europe. This form of membership entitles the society to information concerning F.E.S.S.H. activities that may be disseminated to their members. Corresponding membership does not require the payment of fees and has no voting rights. The members of these societies may participate in the scientific activities.
  3. Associate Membership
    Associate members can be other Societies for Surgery of the Hand which do not match all the criteria for full membership. Associate members have no voting rights, they shall pay annual dues and can receive services to be defined by the Council.

5.4: Representation of the Members by Delegates

The members control the Federation through the Delegates Assembly. The Delegates meet in the Delegates Assembly representing the Full Member Societies. They are allocated by their National Societies for a recommended period of three years. Re-election is possible but the maximum period shall be six years. Each member shall designate its delegate(s) by notice in writing to the Executive Committee. Such written notice shall serve as evidence of the authority and power of the delegate to represent the member.

The Delegate Assembly will vote by a pluralistic voting system; those National Societies with less than 100 members have one vote, 100 or more members have two votes, those National Societies with 300 members or more have three votes.

5.5: Resignation of a Member

A member of the Federation may resign at the end of a year by sending written notice of resignation to the Secretary General at least three months before the end of the year.

5.6: Suspension or Exclusion

Membership may be suspended temporarily or definitely for any member who violates the by-laws or any other rules of the Federation or for any other reasons (for instance, a violation of criminal law) that are prejudicial to the best interests of the Federation.

Non-payment of the dues for a period of more than three years leads to expulsion.

The expulsion procedure is initiated by the Council and voted by the Delegates Assembly. The decision is final and must not be justified.

5.7: Privacy

Member societies can give the contact details of their society members for publication in an appropriate platform. The Council defines the form by which these data may be published.

Delegates contact details will be published on the FESSH homepage.

F. ORGANISATION

  • Delegates Assembly
  • Executive Committee
  • Council
  • Chairmen of special Committees

ARTICLE 6: Delegates Assembly 

The Ordinary Delegates Assembly shall be held within six months after the closing of the financial year of the Federation, on a date and at a place to be selected by the Executive Committee.

6.1: Extraordinary Delegates Assembly

An Extraordinary Delegates Assembly may be called by the Council or upon resolution of the Executive Committee, or upon written request addressed to the Secretary General and signed by not less than one-third of the total member votes.

6.2: Notice of Ordinary and Extraordinary Delegates Assembly

Notice of an ordinary and extraordinary Delegates Assembly shall be made in writing and sent by ordinary mail or by e-mail to the last known address of each member. Unless otherwise provided, the notice shall set forth the agenda and be given at least thirty days (Ordinary Meeting) or ten days (Extraordinary Meeting) days prior to such meeting.

6.3: Voting rights, majority and quorum at Ordinary and Extraordinary Delegates Assembly

  1. The Delegates Assembly will meet once a year. The delegates should present an official document qualifying them as legal representative of their society.
  2. Members may vote by proxy in a form approved by the Executive Committee to another delegate or to a member of the Council by written notice. It is the duty of the Treasurer to control the register of the delegates and collect written notices.
  3. Decisions are taken by a straightforward majority of vote. The vote is made by raising hands. A single person can ask for a secret vote.
  4. In the case of a tie, the vote of the Secretary General shall be final.
  5. Amendments to and changes of the Federation Bylaws are made at the Delegates Assembly on the affirmative vote of two-thirds (2/3) of the given votes. Quorum is 60% of all member votes (votes may be transferred).
    Written notice of the proposed changes is submitted to every member of the Executive Committee 2 months prior to the meeting at which they are to be considered. The member proposing the amendments shall be responsible for providing copies of the proposed changes in the Constitution or Bylaws, written in English for each member of the Executive Committee.
  6. All other National Society officers of a full member shall have the privilege to attend the Delegates Assembly as a guest.
  7. The Council members (besides the Secretary General in case of tie) have no voting rights.

6.4: Duties of the Delegates Assembly

The Delegates Assembly shall have the following duties:

  1. Approve or reject the appointed Chairpersons of the Committees
  2. Approve the annual reports and the annual accounts;
  3. assume responsibility for (indemnify) the actions of Council, Executive Committee and, if needed, all other Committees;
  4. elect the Secretary General, the Treasurer and the Auditor;
  5. amend the by-laws;
  6. elect the site of the Annual Congress,
  7. Dissolve the Society.

ARTICLE 7: EXECUTIVE COMMITTEE and COUNCIL 

7.1: Composition

The Executive Committee (ExCo) will represent the association externally and manage its ongoing business. It is composed of a miminum of 3 members:

  1. The Secretary General (SG) which chairs the committee
  2. The Treasurer
  3. Chairperson of a committee
  4. Chairperson of a committee

The Council will appoint the third and fourth member of the Executive Committee. The Executive Committee has the right to invite other council members to their meetings or actions, in particular the outgoing General Secretary or the incoming Secretary General in advisory function.

The Council shall be composed of:

  1. The Executive Committee
  2. The Chairpersons of the special committees.

In addition other participants can be invited by decision of the Council. Those have observatory status. The representatives of the managing office or other employees shall be regularly invited but have no voting rights.

The Committees shall be composed by:

  1. The Chairperson
  2. The members of the committee

7.2: Duties of the Executive Committee

The Executive Committee is chaired by the Secretary General. In addition to the duties expressly mentioned in these by-laws, the Executive Committee shall:

  1. recommend the next Secretary General and Treasurer to the Council;
  2. manage the affairs of the Federation;
  3. control, generate and disburse the funds of the Federation;
  4. keep proper accounting reports;
  5. represent the Society;
  6. appoint the Federation ‘s Managing Office, including to recruit and dismiss the Office Managers and any other employees of the Federation and to determine their remuneration and working conditions;
  7. adopt internal organization rules to supplement these By Laws and to facilitate the operations, goals and mission of the FESSH and of the FESSH Congresses;
  8. perform all other tasks required for carrying out of the activities of the Federation  and which are not reserved under these by-laws for the Delegates Assembly or the Council
  9. appoint or dissolve the committees upon ratification of the Delegates Assembly.
  10. recommend the Chairmen of the committees to the Council.
  11. chair the Council and the Delegates Assembly.

The Executive Committee may delegate its powers as and when necessary to the Federation’s Managing Office.
The Executive Committee determines the persons authorized to sign and their signatory power.

7.3: Duties of the Council 

The Council shall advise the Executive Committee and the Delegates Assembly.
Besides mentioned in other parts of these bylaws, the Council has the following Duties and functions:

  1. Shall meet at least twice a year.
  2. The organisation and chairing of the Council is the duty of the Secretary General.
  3. The chairmen of the committees shall report about their annual work.
  4. Will ratify the decisions of the executive committee.
  5. Will recommend to the Delegates Assembly the elections of officers or any other important society event.
  6. Will recommend that the Delegates Assembly ratify the Council’s advice and decisions.

7.4: Appointment and Duties of the Committees

The Executive Committee may nominate or dissolve committees. Their formation and composition shall be in the discretion of the Executive Committee. This decision must then be approved in the next Delegates Assembly.
The chairperson of each Committee guides the Committee in all aspects. He shall appoint or discharge any Committee member. He shall report continuously to the Executive Committee, and upon request in every session of the Council or Delegates Assembly.

7.5: Term of Office

The term of office of each function shall be three years, but shall not expire until a successor assumes office. Re-election is permitted for one term.

7.6: Resignation

Any officer may resign by sending a written notice of resignation to the Society. The officer’s resignation shall become effective immediately upon receipt of such written notice.

7.7: Vacancy

In the event of a vacancy on the Executive Committee, the Council may, by resolution, fill the vacancy by a member of the member society of good standing, pending election to fill the vacant Council position at the next Delegates Assembly.

7.8: Remuneration

All Members of the Delegates Assembly or Council Members shall exercise their office in an honorary capacity and shall not be remunerated. Upon resolution by the Executive Committee, any Member can be reimbursed for any expense incurred on behalf of the Federation.

7.9: Notice of Council and Executive Committee Meetings

Notice of meetings of the Executive Committee and Council shall be given in writing and sent by Post, E-mail or by fax to the last known address of each Chairman. Such notice shall set forth the agenda and be given at least ten days prior to the meeting.

7.10: Voting rights, majority and quorum at Council and Executive Committee Meetings

  1. Voting shall be by a show of hands, unless a secret ballot is requested by one of the present members.
  2. The quorum for a meeting of the Council shall be one-half of the members of Council.
  3. Simple majority is sufficient.
  4. Each voting member shall be entitled to one vote. In the case of a tie, the vote of the Secretary General shall be final.

7.11: Minutes

Minutes shall be kept of all Council and Executive Committee meetings. They shall be signed after approval by the Secretary General. The minutes shall be officially approved at the next meeting.

ARTICLE 8: APPOINTMENTS OF OFFICERS

The Officer’s term will end at the Delegates Assembly of the respective year.

8.1: Secretary General and Treasurer

  1. The Secretary General and the Treasurer are elected by the Delegates Assembly in the year before the change of mandate.
  2. Candidature should be proposed officially by a National Society Council to the Secretary General by 31st October in the year prior that Delegates Assembly.
  3. The Executive Committee will make a recommendation to the Council.
  4. The Council will make a recommendation to the Delegates Assembly regarding the Secretary General and Treasurer.

8.2: Committees and Chairmen of Committees 

  1. Committees are created and dissolved by the Executive Committee upon ratification of the Delegates Assembly.
  2. Chairpersons are appointed by the Executive Committee upon ratification of the Delegates Assembly.
  3. The Executive Committee shall inform the Delegates of vacancies at least one year before the ordinary end of the mandate of a member of the council.
  4. Applications to become chairman of a committee should be sent to the Secretary General by National Societies or by FESSH Council member by the 31st October in the year prior to the end of mandate of the chairman.

ARTICLE 9: FEDERATION’S MANAGING OFFICE

9.1: General 

  1. The Federation’s Managing Office shall be appointed by the Executive Committee.
  2. Before the end of each year, the Managing Director shall present a budget for the following year, for approval by the Executive Committee.

9.2: The Secretary Office

The role of the Managing Office is to lead the operational work of the Federation. The office is also responsible for maintaining the bookkeeping in cooperation with the Treasurer.

9.3: The Office Managers

The Office Managers shall be responsible for the internal administration of the activities of the Federation.

9.4: Treasurer

The Treasurer shall be responsible for supervising the bookkeeping and financial accounting of the Federation and must present annual financial statements to the members each year at the Annual Delegates Assembly.

ARTICLE 10: Dissolution and Liquidation

10.1: Dissolution

The Delegates Assembly shall resolve with the approval of at least 2/3 of the present members with voting rights and of at least 50 percent of all members with voting rights.

10.2: Liquidation

The Liquidation shall be executed by the Executive Committee (ExCo).
The means that remains after the liquidation shall be provided for a tax-exempt institution with the same or similar purpose. Any distribution to the members is excluded.

ARTICLE 11: LIABILITIES, ASSETS and INDEMNITY 

11.1: Liabilities

The Society shall assume responsibility for its liabilities, guaranteeing exclusively its own assets. The personal liability of its members and the members of the Council, the Executive Committee and the special Committees shall be excluded.

11.2: Assets

The assets of the Society belong to the Society itself. They shall be managed by the Executive Committee. Members have no rights whatsoever in this respect.

11.3: Indemnity

The Federation shall indemnify any current and former members of the Council, Executive Committee, Chairmen of special Committees, employees and agents of the Federation, should these persons take part of criminal, civil or administrative proceedings based on their actions for the Federation, provided that they might and had to assume acting in the interest of the Federation and in line with the provisions of the relevant law.

ARTICLE 12: Final clauses 

12.1: Business Year

The business year of the Society shall be the calendar year.

12.2: Annual financial control

A professional control of the balancing is made for every business year and is presented to the members at the Delegates Assembly

12.3: Auditor

As long as the association is not required to perform ordinary audits pursuant to Art. 69b (1) and limited statutory examinations pursuant to Art. 69b (2) ZGB, the Delegates Assembly can waive the auditing pursuant to Art. 69b (3) ZGB in conjunction with Art. 727a (2) OR.
At each Delegates Assembly, the members shall appoint two independent Auditors to audit the financial statements of the Federation. The Auditor shall not be a member of the Council.

12.4: Commercial Register

The Society may be entered with the Commercial Register of the Kanton St. Gallen / Switzerland.

 

The present by-laws were adopted at the Founding Meeting on 11 December 2014 in St. Gallen, Switzerland.

 

 

Max Haerle
Secretary General

Chantal Bonnard
Treasurer

Maurizio Calcagni
Chair, Examination Committee

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Founding General Assembly – December 13 2014 – Konstanz, Germany