In the year two thousand and seven on December eighth was formed between the undersigned:
- 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)
- Dr Lars ENGEBRETSEN (medical doctor, of Norwegian nationality, born on 6th July 1949 in Asker, Norway, residing at Bergslia 22, N-0870 Oslo, NORWAY)
- Dr Niek VAN DIJK (medical doctor, of Dutch nationality, born on 20th May 1951 in Amsterdam, Netherlands, residing at Stationsstraat 24, NL-1391 GP Abcoude, NETHERLANDS)
- Dr Romain SEIL (medical doctor, of Luxembourgish nationality, born on 3rd April 1966 in Differdange, residing at 18, rue de Mondorf, L-5441 Remerschen, LUXEMBOURG)
- Dr João ESPREGUEIRA-MENDES (medical doctor, of Portuguese nationality, born on 5th March 1960 in Paranhos-Porto, Portugal, residing at Rua de Fez 652, P-4150-326 Porto, PORTUGAL)
- Dr Matteo DENTI (medical doctor, of Italian nationality, born on 24th May 1955 in Milan, Italy, residing at Via Frisi 22, I-20052 Monza, ITALY)
- Dr Neil THOMAS (medical doctor, of British nationality, born on 29th April 1950 in London/United Kingdom, residing at Little Bullington, Sutton Scotney, Winchester, Hampshire, SO21 3QQ, UNITED KINGDOM)
Hereinafter: "the founding members"
and any individual or entity later adhering to the present Statutes, a non-profit-making association in accordance with the Luxembourg Law of 21st April 1928 and its amendments, named "European Society of Sports Traumatology, Knee Surgery and Arthroscopy" abbreviated ESSKA (hereinafter "the Association").
The Association is governed by the Luxembourg Law of 21st April 1928 on non-profit-making associations and foundations, as subsequently amended, as well as by the present Statutes.
Article 1 - Headquarters
The Association's registered headquarters are 76 rue d’Èich, Centre Medical, L-1460, Luxembourg. It may be transferred or modified any other place in the Grand Duchy of Luxembourg.
The Association may establish administrative offices, branches, agencies or offices in any other place in the Grand Duchy or abroad upon decision of the Board approved by the General Meeting according to the rules set herein.
Article 2 - Duration
The Association is established for an unlimited duration.
Article 3 - Purpose
The Association's purpose is to encourage, support, promote and share education, research and clinical and scientific information in the fields of knee surgery, arthroscopy and sports traumatology, mostly at European level.
The Association may do anything directly or indirectly related to its purpose and acquire movable and immovable property in the interests of achieving its purpose. The Association is allowed to hire employees, whether members or not, paid or voluntary, upon validation of the Board.
Article 4 - Membership
Founding Members are members of the Association for life and for free.
Other members are those who have applied for membership on ESSKA’s website in accordance with the Terms and Conditions thereof and received Membership Confirmation from ESSKA accordingly.
(Herein after “Members”).
4.2. Membership types and associated annual fees and benefits
The Association offers different membership types (herein after “Membership Types”) each with specific admission criteria and associated annual fees and benefits as described on the Association's website (www.esska.org/page/membership)
4.3. Admission requirements
To become an ESSKA Member one must:
- Be an individual over 18 years old or a private or public corporation or association, related directly or indirectly to the Purpose of the Association;
- Not be engaged or have been engaged in any activity conflicting with or undermining the Association’s Purpose or reputation;
- Agree to the present Statutes with no reservation;
- Fully meet all admission criteria for the selected Membership Type as described on the Association's Website at the time of the application and for the full duration of the Membership;
- Fully complete and submit online the membership application form provided on the Association's Website in accordance with the Terms and Conditions thereof (herein referred to as “Membership Application Form”);
- Provide ESSKA in due time with all relevant proofs or documents requested for the selected Membership Type.
- Fully pay in due time the fees corresponding to the selected Membership Type.
(Herein after “Admissions Requirements”)
4.4. Admission procedure
Membership Applications Forms will be examined by the Board.
The Board will verify if all Admission Requirements are met by the applicant. If so, the Board will issue and send a membership approval to the new member (herein referred to as “Membership Confirmation”).
The date stated on the Membership Confirmation is the date the Membership and its associated benefits start.
If the Board does not approve the Membership application, it will inform the applicant of either a full rejection with no motivation to be given.
In case of rejection the fee paid by the applicant will be fully reimbursed.
4.5. Membership duration
Membership and associated benefits last for one full calendar year from 1 January to 31 December, regardless of the date the Membership started (i.e. if Membership started on 30 June it will end on 31 December like all others) unless terminated earlier for one of the anticipated reasons stated under Article 5 hereof.
4.6. Member’s obligations
Membership benefits and access codes to such are strictly personal and nominative. They cannot be shared with any third party. They are granted to the individual Member only. In case the Member is a corporation or association, such are granted to the only individual person designated in the Membership Confirmation.
For the duration of their Membership, Members commit to:
- not share access to their benefits with any third party without ESSKA prior and written consent;
- not engage directly or indirectly in any activity conflicting with, undermining or likely to damage the Association’s Purpose, work or reputation or those of any of its Members;
- Accept to communicate with ESSKA in electronic format via the email address stated in the Membership Confirmation for all communications.
4.7. Membership renewals
Membership can be continued with no discontinuation of benefits if:
- no change in the Membership Type is requested;
- admission Requirements remain met by the Member for the renewed period;
- the online membership renewal process has been fully completed and submitted by the Member on ESSKA’s official website in accordance with the Terms and Conditions thereof (hereinafter ”Membership Renewal Process”) and by the deadline stated in the first Membership Confirmation;
- all fees and/or documents required in the Membership Renewal Process are received by ESSKA in due time.
Any Membership which is not renewed through this procedure will terminate on 31 December of the year it was started in.
To be a Member again or to change Membership Type will require a new membership application following the procedure stated above.
Membership Renewal Forms will be examined by the Board.
The Board will verify if all renewal requirements are met by the Member. If so, the Board will issue and send a Membership renewal confirmation to the member (herein referred to as “Membership Renewal Confirmation”)
If the Board does not approve the Membership renewal, it will inform the applicant of either a full rejection with no motivation to be given.
In case of rejection the fee paid by the applicant will be fully reimbursed.
Article 5 - Membership anticipated termination
Membership can be terminated anytime for any of the following reasons as defined hereunder:
- Voluntary resignation
- Death of the member
- Or Exclusion
5.1. Voluntary resignation
A Member may withdraw from the Association at any time of her/his Membership, by using the online procedure available on the Association's website in accordance with the Terms and Conditions thereof. No other means of communication will be allowed.
The death of a Member will terminate her/his Membership on the date of the death. Membership and its benefits cannot be passed on to any heirs or assigns.
A Member may be excluded at any time of his/her membership for one of the following reasons:
- default in paying annual fee after one email reminder by ESSKA;
- breach of one or several of the obligations herein entrusted to the Member.
- direct or indirect conduct of or involvement in any activity likely to damage the Association’s Purpose, work or reputation or those of one or several of its Members.
The Exclusion procedure shall be carried out as follows:
Upon acknowledgement of one or several of the exclusions causes stated above, the Board will notify the Member accordingly.
The Member will be given a delay of ONE month from the notification to provide the Board with written explanations or justifications, if he/she likes.
Upon expiration of this delay, if the Board will like to pursue the exclusion, it will communicate its decision and the Member’s explanations to the General Meeting.
The General Meeting shall decide on the exclusion according the decision rules stated herein.
The Member will be notified in writing the General Meeting’s decision within 15 days of its taking.
In case of exclusion the Membership and its benefits will end on the date of this notification.
In case of occurrence of termination under article 5.1 or 5.3, all already paid fees shall remain to ESSKA. No reimbursement may be claimed.
In case of occurrence of termination under article 5.2 current annual fees will be reimbursed upon claim of the heirs of the deceased Member.
Article 6 - Financial resources
Financial resources of the Association are:
- Membership fees
- Publication and event sales
- Public aids, subsidies or funding of any kind and sort
- Donations, gifts or legs authorized by law
- And more generally any other resource authorized by law
Article 7 - General Meeting
7.1. The General Meeting comprises all Members. Voting rights are however granted only to those Members whose Membership Type explicitly includes voting rights (“Voting Members”).
7.2. The General Meeting is the sovereign body of the Association. It shall hold the powers expressly attributed to it by law and the present Statutes and in particular, take decisions regarding:
- Amendments to the Statutes of the Association;
- Election of the Board Members;
- Approval of the Association’s annual budget and financial statements;
- The amount of the annual fees for each Membership Type;
- Any real property acquisition or sale;
- Voluntary dissolution of the Association;
- Exclusion of Members;
7.3. The General Meeting shall meet at least once a year.
All Members shall be convened by any written and dated form, including email, to the General Meeting at least FIFTEEN days before the holding of the General Meeting.
Convocations to General Meeting shall contain date and place of the Meeting or email consultation process and deadlines as well as the full agenda of the General Meeting.
General Meetings can be held at any date and place set by the Board and notified to the Members. It may also be convened and held though email consultation. In such case the Board will determine a process and a deadline for vote submissions, which shall be described in the convocation.
7.4. The General Meeting shall be chaired by the President of the Board or, in his absence, by the Past President as defined herein or in his absence by the 1st Vice President as defined herein .
The President shall appoint the secretary of the Meeting and the Board shall choose two voluntary tellers amongst the Members present.
The President, secretary and tellers shall constitute the Committee of the General Meeting.
7.5. All items on the agenda shall be addressed. No item which is not on the agenda can be addressed.
All Members may, by special power of attorney or proxies, be represented by another Member who must him/herself be a Voting Member.
7.6. The decisions of the General Meeting shall be taken by a majority of the Voting Members present or represented, with no quorum restriction, except the decisions below, which shall comply with the following specific rules:
- Amendments to the Statutes
- Exclusion of a Member
- Dissolution of the Association;
Such specific decisions can only be taken if the Meeting counts a quorum of present or represented members equal to at least TWO THIRDS of the overall number of Voting Members.
Such specific decisions must also be taken by a majority of TWO THIRDS of the Members present or represented.
For such specific decisions, if the quorum is not reached, a second General Meeting can be called any time after the first one. In this second meeting the dissolution decision may be taken by a TWO THIRDS majority of the Voting Members present or represented with no quorum restriction.
In the event of dissolution of the Association, the General Meeting shall appoint the liquidator(s) and indicate how the Association's net assets are to be allocated. It shall be compulsory for such allocation to be made in favor of an association or group with similar purpose to that of the Association or, failing this, a charity.
7.7. Votes in the General Meeting can be expressed by all means including but not limited to hands up, voting bulletins, electronic votes.
7.8. The decisions of the General Meeting shall be recorded in the minutes and signed by the President of the Meeting which shall be sent to all Members after the Meeting. These minutes shall be kept at the head office of the Association and made accessible without removing the documents to all Members upon request. The President has full power to issue certified extracts of such minutes.
7.9. Upon written request in any written and date form of at least 1/3 of the Members an Extraordinary General meeting may be convened by the President following the same rules as those set forth for Ordinary meetings.
Article 8 - Administration
8.1. The Association shall be administered by a Board comprising a minimum of seven and a maximum of twenty Members, including a President, a 1st Vice-President and a 2nd Vice President, a Treasurer, a Secretary General, a Vice Secretary General, and an Educational Secretary, all elected by the General Meeting every 2 years (herein after " Board Members").
The specific functions and powers of the seven above named Board Members shall be defined in conformity with those assigned by law.
8.2. Board Members shall perform their duties free of charge. Costs and expenses resulting from performance of their duties may be compensated with prior consent of the General Meeting.
8.3. Mandates of Board Members have duration of 2 years, except for Treasurer, Secretary General, Vice Secretary General and Educational Secretary for which the mandates have duration of 4 years.
Board Members can be re-elected for an unlimited number of mandates, except for the mandates of the Treasurer, Secretary General, Vice Secretary General and Educational Secretary which are limited to two mandates and the mandate of the President limited to one mandate.
The mandates of the President, 1st Vice-President, 2nd Vice-President and Past President will automatically, after completion of the first two year mandate, be renewed and slide down as follows:
| Past President
Withdrawal from Main Board
The mandate of 2nd Vice-President becoming vacant following this change it shall be filled by a new member elected by the General Meeting.
8.4. In the event of a Board mandate becomes vacant before the term of the mandate the Board shall elect on a simple majority basis a Member to fulfill this mandate until its term. After which the mandate will be subject to election by the General Meeting pertaining to the rules set herein.
8.5. The 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 the present Statutes. In particular but not limited to, the Board:
- may go to law in the name of the Association represented by the President of the Board;
- shall represent the Association in its relations with individuals and the public authorities;
- 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;
- may arrange investment of spare capital, accept donations or legacies, subject to the authorizations provided by law and draw up the biennial financial statements and the draft budgets;
- may conclude any contracts for the Association namely labor contracts, publishing contracts, commercial contracts, etc
- shall determine the necessary rules and regulations for the good administration of the Association;
- shall admit new Members on the conditions established herein.
8.6. The Board shall be convened by the President whenever the interests of the Association so require or at the request of at least two Board Members. The Board shall meet at least three times per year.
All elected Board Members shall be convened by the President of the Board by any written and dated form, including email, at least SIX days before the holding of the Board Meeting.
Convocations to Board Meeting shall contain date and place of the Meeting or email consultation process and deadlines as well as the full agenda of the Meeting.
Board Meetings can be held at any date and place set by the President of the Board and notified to the Board Members. It may also be convened and held though email consultation. In such case the President of the Board will determine a process and a deadline for vote submissions, which shall be described in the convocation.
The Board Meeting shall be chaired by the President of the Board or, in his absence, by the Past President as defined herein or in his absence by the 1st Vice President as defined herein.
All items on the agenda shall be addressed. No decision can be taken on other matters without the unanimous agreement of the Board Members present or represented.
All Board Members may, by special power of attorney or proxies, be represented by another Board Member.
All Board decisions require a minimum quorum of HALF the Board Members either present or represented. Board decision shall be passed by simple majority vote. In the event of a tie, the President shall have the casting vote.
The decisions of the Board shall be recorded in minutes signed by the President, which shall be sent to all Board Members after the meeting. These minutes shall be kept at the head office of the Association and made accessible to all Members upon request without removing the documents. The President has full power to issue certified extracts of such minutes.
8.7. The Board may through a valid collective decision pertaining the rules set herein assign one or several of its powers to one designated Members of the Board or any third party.
8.8. The 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 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.
The Board 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.
The creation of a Section may be requested by written request of no less than 50 Association Members. It requires approval of the Board and ratification by the General Meeting.
Sections shall be chaired by a Member of the Association elected by the Board.
8.9. Any act that commits the Association shall require the signature of the President or any other Board Member previously and formally designated by him/her and at least one other Board Member.
Article 9 - Financial cycles
The financial cycles of the Association shall go yearly and commence on the first of January and end 12 months later on the thirty-first of December.
Article 10 - Miscellaneous
Anything that is not expressly provided for in the present Statutes shall be governed by internal rules and regulations of the Association if applicable and Luxembourg legislation.
Established and deposited in Luxembourg, date as shown at the beginning hereof.