| ESSKA Statutes |
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In the year two thousand and seven, December eighth: 1. Dr Daniel FRITSCHY (medical doctor, of Swiss nationality, born on 12th May 1947 in St. Imier, Switzerland, residing at 5, Chemin des Serres, CH-1234 Vessy, SWITZERLAND) Hereinafter: "the founding members" and all those who become members of the association thereafter, a non-profit-making association, with scientific goal, is formed in accordance with the Law of 21st April 1928, as amended, whose Articles of Association they lay down as follows:
TITLE I: NAME, REGISTERED OFFICE, PERIOD A non-profit-making association named "European Society of Sports Traumatology, Knee Surgery and Arthroscopy" (ESSKA) is established between the founding members listed below and any individual accepting these Articles of Association. The association is governed by the Law of 21st April 1928 on non-profit-making associations and foundations, as subsequently amended, as well as by these statutes and, if applicable, all internal rules of procedure. Its registered office shall be established in LUXEMBOURG or any other place in the Grand Duchy of Luxembourg decided by the Main Board. The association may establish administrative offices, branches, agencies or offices in any other place in the Grand Duchy or abroad. Secretarial functions for ESSKA shall be provided by a person or company appointed by the Main Board. The association is established for an unlimited period. It may be dissolved by decision of the General Meeting deliberating under the conditions required to amend the Articles of Association. The association is founded by the founding members. TITLE II: PURPOSE Dedicated to education, research and the exchange of clinical and scientific information between the various European countries in the fields of knee surgery, arthroscopy and sports traumatology, the association brings together doctors specialising in the aforementioned fields. The purpose of the association is the promotion and exchange of information and research data relating to all practical aspects of knee disorders, particularly in the fields of knee surgery, arthroscopy and sports traumatology. In this context, the association has the more particular purpose of enabling its members to improve their skills in arthroscopy, knee surgery and sports traumatology at European level. To this end, the association may organise courses and conferences dealing with these topics, with the participation of specialists in the field. The association may also exchange experiences with other national, regional or international associations pursuing similar ends. The association may join any federation, union, league, alliance, understanding or other grouping with a similar purpose; it will be able to hold an internet site and to communicate by all other technical means. The association may also do anything directly or indirectly related to its purpose. In particular, it may provide its assistance and take an interest in any activity similar to its purpose, and acquire movable and immovable property in the interests of achieving its purpose. It may also hire one or several agents, whether members or not; paid or voluntary, and the Main Board is in load of the formalities necessary to this effect. TITLE III: MEMBERS
7.1. The association is made up of members, whose admission, resignation, exclusion and suspension shall be governed by these Articles of Association. Their number may not be er than 3. 7.2. Members shall not in that capacity contract any personal obligation in relation to the association's commitments. 7.3. Any interested party meeting the established conditions for admission may become a member of the association, subject to the present regulations. 7.4. Admission criteria and the rights and privileges of the various categories of membership are defined below:
1 = Pay annual subscription 8.1. Persons wishing to become members of the association must submit their candidature in writing to the Main Board. The Secretary General shall examine applications submitted as they come in and decide on the appropriate membership category. His decision about the candidature shall be notified to the applicant who, in the event of acceptance, shall be provisionally admitted as an applicant member after payment of his or her annual subscription. All applicant members shall receive a copy of the Articles of Association and, if appropriate, a copy of the internal rules and regulations. The Secretary General's decision to refuse an applicant is not subject to appeal and no reasons need be given. In the event of doubt about an application, the Secretary General shall submit the application to the Main Board, which, at its next meeting, shall examine the application in question. Its decision shall be notified to the applicant who, in the event of acceptance, shall be provisionally admitted as an applicant member after payment of his or her annual subscription. Its decision to refuse an application is not subject to appeal and no reasons need be given. 8.2. Final acceptance as a member of the association shall be given at the next General Meeting, where the Secretary General shall present the list of all applicant members from the preceding financial period. The General Meeting shall finally approve the new members by acclamation. In event of obvious disagreement about the final acceptance of an applicant member, the decision shall be taken by simple majority of the General Meeting. 8.3. Affiliation in the honorary or life member categories shall only be granted at the suggestion and decision of the Main Board. Life members must have previously been ordinary members of the association. The member in question shall be notified of the category awarded and receive the corresponding certificate. 8.4. Affiliation in the emeritus member category shall be granted upon the written request of the member in question and following review of the application by the Secretary General or Main Board. Emeritus members must have previously been ordinary or extraordinary members of the association and have retired or withdrawn from all clinical and/or research activity. The decision of the Secretary General or the Main Board shall be given in writing. The decision to refuse emeritus member status is not subject to appeal and no reasons need be given. 8.5. Affiliation as a corresponding fellow shall be automatically awarded to all former travelling fellows of the association. The persons concerned shall be notified of their membership category and shall receive the corresponding certificate. Affiliation as a esponding fellow may also be granted to any other person at the suggestion and subject decision of the Main Board. 9.1. Final admission as a member shall be subject to payment of the annual subscription whose amount must be set by the General Meeting when approving the financial statements and budgets. The membership subscription may not exceed €1500. 9.2. The subscription shall be payable for the first time after provisional acceptance as applicant member of the association and then at the beginning of each calendar year. Any failure to pay that is not rectified after a reminder may be cause for exclusion. 9.3. The association may receive donations and other gifts. Section II: Resignation - Exclusion - Suspension Any member may withdraw from the association at any time, by writing addressed to the Main Board, who shall take note. The association shall retain the subscription already paid. The resigning member shall no longer have access, upon notification of his or her resignation, to the premises, information and services reserved for members or affiliates, or to the General Meeting of members held after that date. He or she shall have no entitlement to the assets of the association and may not have any seals affixed nor have any inventory drawn up nor claim any seizure. The death of a member shall be treated as a resignation and the date of death as that of notification of resignation. Heirs or assigns shall have no entitlement in that capacity. The members defaulting on payment of their subscription shall be considered as having resigned from the society after one reminder and dunning letter and one year of nonpayment of their subscription fees. Each member shall be considered as having agreed to the Articles of Association and to action taken by the association and must refrain from any conduct that might damage the reputation or credibility of the latter and, more generally, refrain from causing it loss or undermining the honour of the association or acting contrary to the purpose of the association. Any breach of duty by a member, as soon as it becomes known, shall be reported to that person by the Main Board. Such persons shall be invited to put their arguments in writing and submit them to the Main Board, which shall then take a decision to recommend exclusion to the General Meeting, stating its reasons, if it considers that the situation so warrants. This decision shall be immediately notified to the member, all of whose rights shall be suspended. The next General Meeting shall be asked to take a final decision on such exclusion by two-thirds majority of the members present or represented. If the exclusion is confirmed, it shall have retroactive effect from the date of suspension and the provisions applicable to resigning members shall then apply to the member as of that date. TITLE IV: GENERAL MEETING The General Meeting comprises ordinary members and life members as defined in Article 7, whose subscriptions are in order and whose rights are not suspended. They shall all have equal voting rights. The General Meeting is the sovereign body of the association. It shall hold the powers expressly attributed to it by law and the Articles of Association. In particular, it shall be responsible for: The General Meeting shall meet at least every two years, usually at the biennial congress of ESSKA, which shall generally take place in the spring, at the time and venue shown in the notice of meeting. The Main Board shall invite members to General Meetings at least ten days in advance, either by simple letter or by publication in the Newsletter preceding the congress and sent to all members of ESSKA whose subscriptions are in order, or by public notice of meeting in two daily newspapers on sale in the Grand Duchy of Luxembourg. Notices of meeting shall contain the agenda. The Main Board must call an Extraordinary General Meeting in the case that one fifth of the membership so requests. Any proposal signed by at least one twentieth of the members of the last biannual list must appear on the agenda. The General Meeting shall be chaired by the President of the Main Board or, in his absence, by the eldest of the Main Board members present. The President shall appoint the Secretary and the Main Board shall choose two tellers amongst the members present. The President, Secretary and tellers shall constitute the committee of the General Meeting. The General Meeting shall, if appropriate, approve the financial statements and budget; it shall, if appropriate, vote on measures placed on the agenda by the Main Board, with each member having one vote. The General Meeting shall proceed, at the proposal of the Nominating Committee, with the replacement of Main Board members whose terms of office are expiring. The Nominating Committee shall comprise the Past President and second Vice-President, as well as two ordinary members of the association who have applied for the position or been proposed by third parties (ordinary members of the association). If there are more than two candidates, the Past President and second Vice-President shall choose two representatives amongst all the candidates. The deadline and procedures for inviting applications shall be established in internal rules and regulations and announced by appropriate means (website, Newsletter, etc.). The two chosen candidates shall hold office for one term. The Nominating Committee shall suggest replacement of Main Board members whose terms of office are expiring. The Main Board shall ratify the proposals of the Nominating Committee at its meeting prior to the General Meeting. 17.1. The decisions of the General Meeting shall be taken by a majority of the members present, whatever their number, except when such decisions refer to amendments to the Articles of Association or the dissolution of the association. All members may, by special power of attorney, be represented by proxies, who must themselves hold voting rights at the General Meeting. 17.2. The General Meeting may only take valid decisions on amendments to the Articles of Association if such amendments are explicitly mentioned in the notice of meeting and if two thirds of its members are present or represented. An amendment may only be adopted by two-thirds majority of the members present or represented. 17.3. If the quorum is not reached, a second General Meeting shall be called at the earliest 15 days after the first; it may take decisions whatever the number of voting members present or represented and amendments shall be adopted by two-thirds majority. 17.4. If the amendment relates to the purpose of the association, it may only be adopted by three-quarters majority of voting members present or represented. 17.5. If a General Meeting is called upon to decide on dissolution of the association, such resolution must be adopted on the conditions laid down for amendment of the Articles of Association. The decisions of the General Meeting shall be recorded in the minutes and signed by the President and one Main Board Member. Members may have access to such minutes at the registered office of the association, without removing the documents. When decisions affect third parties, the latter may have access to them in the same way at the association's registered office. The signature of the President of the Main Board or another Main Board member shall suffice to validate copies of or extracts from the minutes. TITLE V: ADMINISTRATION - DAY-TO-DAY MANAGEMENT The association shall be administered by a Main Board comprising a minimum of three and a maximum of 20 members. Outgoing Main Board members may be re-elected. Main Board members shall perform their duties free of charge. However, they may be compensated for costs and expenses resulting from performance of their duties. The posts of President, 1st Vice-President, 2nd Vice-President and Past President shall be held for two years and, on completion of the two years, their positions shall change as follows:
The post of 2nd Vice-President becoming vacant following this change shall be filled by a new member, proposed by the Nominating Committee and ratified by the Main Board and General Meeting Appointments to the posts of Treasurer, Secretary General and Educational Secretary shall be held for 2 periods of 4 years. Nevertheless, they must be confirmed at each General Meeting. When one of these posts becomes vacant, it is to be filled at the General Meeting upon proposal from the Nominating Committee and following ratification by the Main Board and General Meeting. The Main Board may appoint one or several assistants whose remits and remuneration it shall establish. In the event of a Board position becoming vacant during the term of office, any Main Board member appointed as a replacement by the Main Board shall complete the term of office of the Main Board member he or she replaces. His or her appointment shall be endorsed by the next General Meeting. The Main Board shall have the widest powers to act in the name of the association. It shall exercise all powers that are not expressly reserved for the General Meeting by law or these Articles of Association. In particular, it may go to law in the name of the association represented by the President of its Main Board. The Main Board shall represent the association in its relations with individuals and the public authorities; it may purchase, alienate, exchange and mortgage the association's property; it may conclude loans, stipulate the clause "de voie parée" [clause enabling mortgaged or pledged property to be sold without observing the legal formalities], release any automatic or other registrations of mortgage/pledge, before or after payment, and conclude leases of any duration; it may arrange investment of spare capital, accept donations or legacies, subject to the authorisations provided by law; and draw up the biennial financial statements and the draft budgets for the coming financial period; it shall lay down the necessary rules and regulations. It shall admit new members on the conditions established in the relevant article. It may also, at any time, decide to suspend the admission of new members until further notice. The Main Board may, under its own responsibility, delegate its powers, either in respect of the day-to-day management of the association or in respect of one or several specific matters, to one of its members or a third party. It will be able to proceed to the formalities necessary for the employment of agents. The joint signatures of two Main Board members, or of one Main Board member and that of a person authorised to deal with day-to-day management, shall validly bind the association. Receipts shall be deemed validly issued under the sole signature of the person responsible for day-to-day management or the person especially responsible for collections. The Main Board may avail itself of the assistance of one or several "Scientific Committees" with at least three members. The exact composition, functions and purposes of these committees shall be determined in internal rules and regulations. Furthermore, the Main Board may set up other committees or sub-groups of the association whenever it sees fit, establishing their remits, functions and purposes and their exact composition in internal rules and regulations. ESSKA may set up Sections to represent and pursue sub-speciality interests. The exact composition, functions and purposes of these Sections shall be determined in internal rules and regulations. Sections shall establish programmes and activities, complementing the purpose of ESSKA set up by the Main Board. The creation of a Section may be requested by written request of no less than 50 individual current ESSKA members, approval of the Main Board and ratification by the General Meeting through the appropriate majorities required by the ESSKA Statutes. The Chairman of each Section shall be a full member of the Main Board. The Main Board shall be convened by the President whenever the interests of the association so require or at the request of two Main Board members, but at least three times per year. The notice of meeting shall indicate the agenda. No decision can be taken on other matters without the unanimous agreement of the Main Board members present or represented. The Main Board may only take valid decisions if half of its members are present or represented. Resolutions shall be passed by majority vote of the members present or represented. In the event of a tie, the person chairing the meeting shall have the casting vote. Each Main Board member may arrange to be represented by one of his or her colleagues, who may not hold more than one proxy. Such proxy shall only be valid for one meeting. In the absence of the President, the oldest Main Board member shall chair the Main Board meeting. The deliberations of the Main Board shall be recorded in minutes, which shall be sent to all members of the Main Board after the meeting. These minutes shall be kept at the head office of the association. The President has full power to issue certified extracts of such minutes. Unless the Main Board grants special dispensation, acts that commit the association, other than acts of day-to-day management, shall require the signature of two Main Board members, of whom one must be President of the Main Board. Main Board members shall not contract, by reason of their office, any personal obligation and are only responsible for performing their duties, which shall be performed free of charge. The association shall in no way be held responsible by anyone for any measure or decision that may be taken on the basis of information or documentation provided on its website or during training courses, meetings and conferences organised by it. The association shall in no way be held responsible for direct, indirect, specific or punitive claims for damages resulting from access to, use of, or non-use of all documents or information contained on its website during training courses, meetings and conferences organised by the association, or resulting from any error or omission which may affect the content of such documents or information. The association accepts no legal responsibility concerning the accuracy, usefulness or completeness of any of the documents or information it provides. TITLE VI: MISCELLANEOUS PROVISIONS
The financial period shall commence on the first of January and end 24 months later on the thirty-first of December. The Main Board shall submit to the General Meeting the financial statements for the past periods, the budget for the current financial period, the estimated budget and the association's development policy for the financial period to come. The General Meeting may appoint an auditor, member or not, to audit the association's accounts and submit a report. The auditor shall be appointed for four years and may be reelected. In the event of dissolution of the association, the General Meeting shall appoint the liquidator or liquidators, determine their powers and indicate how the association's net assets are to be allocated. It shall be compulsory for such allocation to be made in favour of an association or group with similar activity to that of the dissolved association or, failing this, a charity. Reference shall be made to current legislation as regards anything that is not expressly provided for in these Articles of Associations and, if appropriate, internal rules and regulations. Constituent meeting of the Main Board The founding members then held a meeting and unanimously and without abstention took the following decisions: Transitional disposition: Established and deposited in Luxembourg, date as shown at the beginning hereof. |
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