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:

The Federation of European Societies for Surgery of the Hand (hereinafter called FESSH or the Federation) is an organization which represents national hand surgery societies in Europe.

The special purpose of this Federation shall be the advancement of hand surgery in all of its aspects to include:

• Promotion of the highest standards of care for patients with disorders of the hand.
• Facilitating relationships between hand surgeons throughout Europe.
• Spreading knowledge and education in the field of hand surgery and allied medical fields.
• Encourage and support research in the field of hand surgery.
• Represent the European member societies at the official European authorities (E.C., Harmonization Committee, UEMS, Council of Europe, etc.).
• Cherish the history and culture of hand surgery, especially in Europe.

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

C. ACTIVITIES and ROLES

ARTICLE 3:

To fulfill these aims the Federation shall:

• Aid in the exchange and dissemination of knowledge and ideas in the field of hand surgery.
• By acting as a platform, encourage and support research in the field of hand surgery and in allied sciences.
• Actively participate in the process of education and certification, such as recognition of the specialty at a European level.
• Actively participate at the official meetings of the European authorities (E.C., Harmonization Committee, UEMS, or similar institutions).
• Interact with relevant allied medical and scientific disciplines.

D. MEANS, FINANCIAL RESOURCES

ARTICLE 4:

The Federation shall meet its financial requirements from the following sources of income:

4.1: Annual membership fee

• The annual membership fee to be paid by each member society shall be decided by the Council and ratified by the Delegates Assembly.
• The fees for each member society are based on the number of members in that society.
• Fees are due at the beginning of each year in advance.

4.2: Revenues from scientific activities

FESSH organises a congress every year, normally in conjunction with one member society. This may be in cooperation with an IFSSH meeting, if it takes place in Europe.

The congress organising rules, including the distribution of the income, are defined in a separate handbook.

Additional educational events, scientific meetings and other scientific activities can be offered and may serve as supplementary income sources.

4.3: Income from publications

The Federation supports the distribution of scientific and informative publications and may derive an income from these.

4.4: Other sources of income

These may include, inter alia, donations, grants, legacies, special fundraisings, other revenues and deposits.  In addition, FESSH may, at its sole discretion, offer companies and organisations corporate partnership status.

E. MEMBERSHIP

ARTICLE 5:

5.1: Eligibility

The members of the Federation shall be the national societies for surgery of the hand belonging to the countries defined as being European by the WHO Europe definition. The national society should be a member of the European Forum of Medical Associations (EFMA).

5.2: Application for Membership

Applications for full membership and associate membership must be made in writing by the national society and received by the Secretary General at least six months prior to the Delegates Assembly.

Applications for membership are subject to approval by the Executiv committee and ratification by the Delegates Assembly, based upon its assessment of the best interests of the Federation.

5.3: Categories of Membership

The membership of the Federation shall be divided into two categories:

• Full Membership: Full members are subject to the rules of the Federation. The Society must be the recognised society for surgery for the hand and be the representative society of hand surgery in their country. Full members pay membership fees, participate in the Delegates Assembly and have voting rights in the Delegates Assembly.
• Associate Membership: Associate Membership is available to societies whose nations do not belong to the WHO definition of a European country and the EFMA. It is also available to European societies who do not wish to become full members.
  This form of membership offers access to information concerning FESSH activities that may be disseminated among their members. Associate members do not pay membership fees and do not have voting rights in the Delegate Assembly.

5.4: Representation of the Members by Delegates

The members govern the Federation through the Delegates Assembly. The Delegates representing the full member societies, meet in the Delegates Assembly. Delegates are nominated by their national societies. It is the responsibility of the national societies to inform the FESSH Management Office of the names and contact details of their delegate.

The Delegate Assembly will vote by a majority voting system; those national societies with fewer than 100 members have one vote, 100 or more members have two votes, those national societies with 300 members or more have three votes. In the event of a tie the Secretary General will have the casting vote.

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 bylaws 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 automatic exclusion.

An exclusion procedure is initiated by the Council and confirmed by vote by the Delegates Assembly. The decision is final and need not be justified.

5.7: Privacy

Member societies may, with appropriate permission, give details of the names of their representatives for publication on FESSH documentation.  Other details may be available from the national societies on request.

F. ORGANISATION

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

ARTICLE 6: Delegates Assembly

The Ordinary Delegates Assembly shall be held annually on a date and at a place to be determined 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 members.

6.2: Notice of Ordinary and Extraordinary Delegates Assembly

Notice of an ordinary and extraordinary Delegates Assembly shall be sent in writing to the last known correspondence address of each member national society, with a copy to be sent to the delegate. The date of the meeting will be communicated at least three months in advance (for an Ordinary Assembly) or seven days in advance (for an Extraordinary Assembly).  The agenda shall be provided at least fourteen days (Ordinary Meeting) or seven days (Extraordinary Meeting) days prior to such a meeting.

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

• The Delegates Assembly will meet once a year. The delegates should present an official document qualifying them as legal representative of their society.
• Members may vote by a proxy in form of another delegate or by a member of the Council by written notice.
• Decisions are taken by a simple majority. The vote is made electronically or by a show of hands. However, a secret ballot may be requested by even a single person.
• In the case of a tie, the Secretary General has the casting vote.
• Amendments to and changes of the Federation’s 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 members votes.
  Proposals for such amendments and changes should be communicated to the delegates at least three months in advance of the Delegates Assembly.
• All other national society officers of a full member shall have the privilege to attend the Delegates Assembly as a guest.
• 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:

• Approve or reject the appointed chairpersons of the committees.
• Approve the annual reports and the annual accounts.
• Assume responsibility for and indemnify the actions of Council, Executive Committee and, if needed, all other committees.
• Elect the Secretary General, the Treasurer and the Auditor.
• Amend the bylaws.
• Elect the national society responsible to host the annual congress.
• Dissolve the Federation.

ARTICLE 7: EXECUTIVE COMMITTEE and COUNCIL

7.1: Composition

The Executive Committee (ExCom) will represent the Federation externally and manage its ongoing business. It is composed of a minimum of four members:

• The Secretary General (SG) who chairs the committee.
• The Treasurer.
• Chairperson of a committee.
• Chairperson of a committee.

The Secretary General will appoint the third and fourth members of the Executive Committee. The Secretary General may from time to time also co-opt such further persons as are deemed necessary for the smooth functioning of the Executive Committee.

The Council shall be composed of:

• The Executive Committee
• The Chairpersons of the special committees

In addition other participants can be invited from time to time at the discretion of the Council.

These participants will have observer status only. The representatives of the Management Office shall be regularly invited but have no voting rights.

The Committees shall be composed of:

• The Chairperson
• A vice-chair
• A representative of the Communication Commitee

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 bylaws, the Executive Committee shall:

• Recommend the next Secretary General and Treasurer to the Council.
• Manage the affairs of the Federation.
• Manage the funds of the Federation.
• Keep proper accounting records.
• Represent the Federation.
• Appoint the Federation ‘s Management Office, including to recruit and dismiss the Office Managers and any other employees of the Federation and to determine their remuneration and working conditions.
• Adopt internal organisation rules to supplement these bylaws and to facilitate the operations, goals and mission of FESSH and of the FESSH Congresses.
• Perform all other tasks required for carrying out of the activities of the Federation and which are not reserved under these bylaws for the Delegates Assembly or the Council.
• Appoint or dissolve the committees upon ratification of the Delegates Assembly.
• Recommend the Chairmen of the committees to the Council.

The Executive Committee may when necessary delegate some of its duties to the Federation’s Management Office.

The Executive Committee determines the persons authorised to sign documents in the name of the Federation and the extent of their powers.

7.3: Duties of the Council

The Council shall advise the Executive Committee and the Delegates Assembly.

In addition to the activities mentioned in other parts of these bylaws, the Council has the following duties and functions:

• The Council shall meet at least twice a year.
• The organisation and chairing of the Council is the duty of the Secretary General.
• The chairman of each committee or his or her representative shall present an annual report on the work of that committee.
• Will ratify the decisions of the Executive Committee.
• Will recommend to the Delegates Assembly the elections of officers or any other important event.
• Can propose modifications of the bylaws to the Delegates Assembly. The proposal should be sent out not later than three months in advance to the Delegates Assembly.

7.4: Appointment and Duties of the Committees

The Executive Committee may nominate or dissolve committees. Their formation and composition shall be at the discretion of the Executive Committee. Such a decision must then be approved in the next Delegates Assembly.

The chairperson of each committee guides the committee in all aspects. He or she is responsible for recruiting the vice chair and the members of the committee. He or she shall report to the Executive Committee, and upon request in every session of the Council or Delegates Assembly. He or she is responsible for a budget, which is approved by the Executive Committee.

7.5: Term of Office

The term of office of each committee chair shall be three years. Re-election is permitted for one more term. Chairs of a committee are electable as Secretary General even after fulfilling two terms as committee chairs.

7.6: Resignation

Any officer may resign by sending a written notice of resignation to the Federation.

7.7: Vacancy

In the event of a vacancy on the Executive Committee or the Council may, by resolution, fill the vacancy by a member of a member society of good standing, pending election to fill the vacant Executive Committee or 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. Expenses related to the execution of the Federation’s task shall be reimbursed according to the current expenses policy of the Federation.

7.9: Minutes of Council and Executive Committee Meetings

Minutes of meetings of the Executive Committee and Council shall be recorded by the Management Office and should be available to members of the Executive Committee and Council respectively.

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

• Voting shall be by a show of hands, unless a secret ballot is requested by one or more of the members present.
• The quorum for a meeting of the Council shall be one-half of the members of the Council.
• A simple majority vote is sufficient.
• Each voting member shall be entitled to one vote. In the case of a tie, the vote of the Secretary General shall have the final decision.

ARTICLE 8: APPOINTMENTS OF OFFICERS

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

8.1: Secretary General and Treasurer

• The Secretary General and the Treasurer are elected by the Delegates Assembly in the year before the change of mandate.
• Candidates should be proposed officially by a member national society to the Secretary General six months prior to the Delegates Assembly.
• The Executive Committee will make a recommendation to the Council.
• The Council will make a recommendation to the Delegates Assembly regarding the Secretary General and Treasurer.

8.2: Committees and Chairmen of Committees

• Committees are created and dissolved by the Executive Committee.
• The chairpersons of these committees are appointed by the Council.
• The Executive Committee shall inform national societies of forthcoming vacancies at least six months before the ordinary end of the mandate of a member of the Council.
• The Executive Committee shall welcome expressions of interest in these positions. The effective closing date for such expressions of interest will be sent out with the notice of forthcoming vacancy.

ARTICLE 9: THE FEDERATION’S MANAGEMENT OFFICE

9.1: General

• The Federation’s Management Office shall be appointed by the Executive Committee.
• 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 Management Office

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

At each Delegates Assembly, the members shall appoint, beside the professional external audit (see point 12.2.), two independent auditors to double check the accounts and the external audit of the Federation. The two non-professional auditors shall be members of a national society which is member of the Federation and shall not be part of the council or a committee. A written recommendation for approval of the accounts is given to the Delegates Assembly.  The Delegates Assembly must vote to adopt the accounts.

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 a motion for dissolution with the approval of at least 2/3 of the votes and the presence of at least 2/3 of all members. Quorum is 60%.

10.2: Liquidation

The Liquidation shall be executed by the Executive Committee.

The assets remaining after the liquidation must be transferred to a tax-exempt organization with the same or similar purpose. The remaining assets are not to be distributed to the members under any circumstances.

ARTICLE 11: LIABILITIES, ASSETS and INDEMNITY

11.1: Liabilities

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

11.2: Assets

The assets of the Federation belong to the Federation 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 be subject to criminal, civil or administrative proceedings based on their actions for the Federation.

ARTICLE 12: FINAL CLAUSES

12.1: Business Year

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

12.2. Annual Financial Control

A professional audit of the accounts is made for every business year and is presented to the members at the Delegates Assembly.

12.3. Auditor

As long as the Federation 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.

12.4 Commercial Register

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

The present bylaws were approved by the Delegates Assembly on 3rd June 2022.

Daniel Herren
Secretary General

Alex Lluch
Treasurer