Articles of Association of the European Group – ISFA e.V.
Section 1 Name, Place of Business, Financial Year
1. The association shall have the name “European Group – International Society for Apheresis” e.V., abbreviated “E–ISFA”. It shall be registered in the register of associations.
2. The domicile of the association shall be in Rostock.
3. The financial year shall be the calendar year.
Section 2 The Association’s Purpose and Scope of Activity
1. The scope of activity of the association, which acts from Germany, comprises the entire European territory as well as neighbouring states. It is intended that the association will act as an independent subdivision of the “International Society for Apheresis” (ISFA), with ISFA, as an international non-profit specialist society headquartered in Japan, promoting the development of apheresis according to its articles of association.
2. The association is engaged in the promotion of science and research as well as medical technical training and further training in the subject areas and fields of activity concerning apheresis and extracorporeal therapy. It is concerned with all clinical, scientific, technical and organisational matters in that field.
3. The fulfilment of the purpose “promotion of science and research” is achieved particularly through the association’s own, directly organised scientific events and publications as well as the scientific cooperation with other associations which are active in the same field. In order to fulfil the purpose “training and further training”, the association will hold its own, directly organised seminars, workshops, symposiums and congresses or offer specific symposiums as part of scientific congresses of other fields.
Other tasks of the association for achieving its purpose are:
a) doing research into the precaution, diagnosis, therapy and aftercare of diseases related to apheresis and other extracorporeal therapies, in collaboration with related clinical and theoretical disciplines and basic sciences and in cooperation with patients, and coordinating extracorporeal therapeutic strategies;
b) the representation of the association’s matters at the scientific conferences of ISFA;
c) scientific cooperation with other specialist associations and societies as well as other scientific organisations in Germany and abroad;
d) the development, implementation, early identification and evaluation of methods, processes and programmes for precaution, diagnostics, therapy and aftercare at hospitals;
e) consultation with the planning and implementation as well as coordination and performance of scientific studies, including, but not limited to, clinical scientific studies and studies for health services research, and support of scientific institutions for the further development of Apheresis;
f) the promotion and establishment of quality improvement and assurance measures (e.g. in the form of a register, certifications, guidelines) in apheresis;
g) information and support in the case of questions for: financing bodies of scientific or public institutions – health and pension insurance companies – patients and their family members – the public;
h) the development of standards and guidelines;
i) the development of new training, further training and advanced training plans, teaching programmes;
j) the development of certification and accreditation criteria;
l) further training of doctors – as well as medical technical assistants who are not doctors – in the field of apheresis and extracorporeal therapy;
4. As a rule, the scientific events of the association will be held during the scientific conferences of ISFA. Besides, it is intended that independent scientific congresses of the association will be held. The results will be published. The official publication organ of the association is the publication organ of ISFA, the journal “Therapeutic Apheresis and Dialysis” (TAD). Results of the association’s scientific research will be published in said journal immediately after the completion of the project concerned. The Executive Committee may decide that further professional journals will be publication organs of the Association. In addition, information relevant to the activities of the association and its members will be made accessible to the members of the association and to the public in German and English through appropriate media.
Section 3 Non-profit Status
1. The association exclusively and directly pursues non-profit purposes within the meaning of the Section “Tax-privileged Purposes” of the German Tax Code. The association pursues charitable aims, and its primary purpose is not to engage in business activities of its own.
2. Funds of the association may only be used for the purposes defined in these Articles of Association. The members will not be granted any benefits from funds of the association. No person may benefit from expenses which are unrelated to the purpose of the association nor from any disproportionally high remuneration.
3. The association may not use its funds to support or promote political parties directly or indirectly.
Section 4 Voluntary Nature
All persons holding offices of the association act in a voluntary capacity. Insofar as the financial situation of the association permits it, costs and expenses incurred for achieving the purposes of the association may be reimbursed. Receipts shall be presented if possible. The general meeting may decide that lump-sum expense allowances shall be paid.
Section 5 Assets
1. The assets of the association shall consist of the membership fees of the members, donations, attendance fees for events organised by the association and all other revenue of the association as well as the goods which are acquired with such revenue.
2. In case the association is dissolved or the tax-privileged purposes cease to exist, the assets of the association shall pass to ISFA – which shall use them directly and exclusively for tax-privileged purposes – if the association acted as an independent subdivision of ISFA; otherwise, the assets shall pass to another German non-profit organisation.
3. Decisions on the future use of the assets may only be implemented after the revenue office has given its consent.
Section 6 Membership
1. The association has ordinary, associate and sustaining members as well as honorary and retired members.
2. Ordinary members of the Association must also be ordinary members of ISFA who pay the full annual membership fee either to ISFA or to EUR-ISFA.
3. Only natural persons whose clinical, scientific, technical and/or or organisational activities are focused on the field of apheresis and who pay the full annual membership fee may be ordinary members of the association.
4. Only natural persons whose clinical, scientific, technical and/or or organisational activities are focused on the field of apheresis and who pay a reduced annual membership fee either to ISFA or to EUR-ISFA may be associate members of the association.
5. Natural or legal persons who support the further development of apheresis and feel a connection to the purposes of the association may be sustaining members of the association. “Corporate members” of ISFA that have their business address in the territory in which the association is active will become sustaining members of the association automatically upon application, provided that they pay a full membership fee either to ISFA or to EUR-ISFA.
6. Persons who have earned special merit by supporting the purposes of the association, or otherwise, may be appointed as honorary members by the Executive Committee. Honorary members are exempted from the payment of membership fees.
7. The Executive Committee may exempt retired members from the payment of membership fees upon application. The retirement shall be proved credibly.
Section 7 Commencement of Membership
1. Applications for admission as an ordinary, associate, sustaining or retired member shall be directed to the association’s Executive Committee in writing. In such application, the applicant shall declare that he supports the purposes of the association which are defined in these Articles of Association.
2. With his application for ordinary membership, the applicant shall enclose suitable documents proving his membership of ISFA. The Executive Committee may decide to introduce different or additional requirements on the application.
3. A prerequisite for being granted membership as a sustaining member shall be a written application for admission directed to the Executive Committee. In such application, the applicant shall declare that he supports the purposes of the association which are defined in these Articles of Association. The Executive Committee shall decide on the application for admission at its own discretion. For a rejection of the application for admission, no reasons need to be given. No right to object shall exist.
4. The decision on the admission shall be made by the Executive Committee. For a rejection of the application for admission, no reasons need to be given. However, in the case of a rejection, the applicant may object to it by written communication to the association within two weeks from after the receipt of the notification of the rejection. If the applicant objects on a timely basis, the decision on his application for admission shall be made at the following ordinary general meeting. No claim for admission shall exist (for exceptions, see Paragraph 5).
5. Personal members as well as “corporate members” of ISFA having their business address in the territory in which the association is active (Section 2.1) may not be refused membership without a special reason.
Section 8 End of Membership
1. The membership of the association shall end upon the member’s death – or, if the member is a legal person, upon its dissolution – by resignation or by exclusion.
2. A resignation shall only be possible as of the end of a financial year. It must be declared to the association in writing no later than three months in advance.
3. An exclusion is possible if an important cause exists, particularly if a member
a) acts contrary to the reputation or purposes of the association to a considerable extent; or
b) is in arrears with the payment of his membership fees in an amount of at least one annual membership fee and, despite two reminders, has not paid the amount in arrears within three months since the second reminder;
c) no longer fulfils the prerequisites for being granted membership.
4. Before the exclusion, the member shall be given the opportunity to comment in writing or – upon application – to be heard orally within a period of two weeks. The Executive Committee shall decide on the exclusion with a simple majority.
5. The decision on the exclusion shall contain reasons and shall be communicated to the excluded member in writing.
6. The excluded member may object to a decision of the Executive Committee to this effect by written communication to the association within two weeks after the communication of the decision. The decision shall not have any delaying effect. After an objection made on a timely basis, the decision on the application for exclusion shall be made at the following general meeting.
Section 9 Fees
1. If the general meeting makes a decision to that effect, an admission fee in the amount determined by the general meeting shall be payable upon a member’s admission to the association.
2. A membership fee shall be charged from the members, except for honorary members and exempted retired members.
3. The amount of the membership fee shall be determined by the general meeting.
Until the general meeting has decided otherwise, the membership fee for ordinary members shall be EUR 150.00 (in words: one hundred and fifty euros) per year, the membership fee for associate members shall be EUR 50.00 (in words: fifty euros) per year, and the membership fee for sustaining members shall be EUR 3,000.00 (in words: three thousand euros) per year. Ordinary and associate members who have provably paid their annual membership fee to ISFA shall be exempted from the payment of the membership fee for the time being.
4. The membership fee shall become due at the beginning of each year. it shall be paid by direct debit. The membership fee shall become due at the time of admission. In the year of admission to the association, the member shall pay the full membership fee unless he can present a document of proof for the payment of the membership fee to ISFA for the year concerned.
5. Starting in 2016, the association shall transfer to ISFA an annual lump-sum administration charge for ordinary members in an amount yet to be determined, to cover the general administration expenses and for the provision of the publication organ (currently “Therapeutic Apheresis and Dialysis”). The association shall transfer to ISFA an annual lump-sum administration charge for associate members in an amount yet to be agreed with ISFA, to cover the general administration expenses.
Section 10 Rights and Obligations of the Members
1. The members shall be entitled to use all facilities which the association provides to them.
2. Ordinary members shall have a voting right as well as the right to vote in elections and to be elected and the right to submit nominations for elections and to make motions at general meetings. Said rights may only be exercised personally.
3. Associate members shall have a voting right as well as the right to vote in elections and the right to make motions at general meetings. Said rights may only be exercised personally. Associate members shall not have the right to be elected.
4. The sustaining, honorary and retired members shall participate in advisory capacity. Those members shall not have any further rights.
Section 11 Bodies of the Association
1. The bodies of the association shall be:
a) the general meeting
b) the Executive Committee
2. Of every meeting of one of the organs, minutes shall be prepared, in which the essential results and decisions shall be documented. The minute taker shall be designated by the chairperson of the meeting, unless the Recording Clerk is in charge. The minutes shall be signed by the chairperson of the meeting and the minute taker. On request, a copy of the minutes shall be provided to the members of the body concerned.
Section 12 Tasks of the General Meeting
1. The matters of the association shall be regulated by the general meeting, unless the Executive Committee is in charge.
2. The tasks of the general meeting shall include, but not be limited to
a) receiving the activity report of the Executive Committee,
b) receiving the annual accounts,
c) decisions on the approval of the actions of the Executive Committee,
d) decisions on the amount of the membership fee, if any,
e) decisions on changes to these Articles of Association and on the dissolution of the association,
f) the election of the Executive Committee or individual members of the Executive Committee if the term of office has expired or if a member of the Executive Committee must be elected for other reasons,
g) the election of the Auditor,
h) decisions on motions.
3. In matters of which the Executive Committee is in charge, the general meeting may give recommendations to the Executive Committee.
Section 13 Ordinary and Extraordinary General Meetings
1. Once per year, an ordinary general meeting shall be held. As a rule, it will be connected to a scientific conference of ISFA or EUR-ISFA.
2. Extraordinary general meetings may be called by the Executive Committee at any time. Such a meeting should be called if the interests of the association require it or if this is requested by more than 10 members in writing with the purpose and reasons being indicated. The advance period of invitations to such meetings should not be less than 4 weeks.
3, The invitation to the ordinary general meeting shall take place in writing, by publication at least in the association’s official publication organ no lass than two months before the meeting, or by personal invitations sent to each member.
4. The Chairperson of the Executive Committee shall preside the general meeting.
Section 14 Decision-making
1. Every general meeting which has been called properly shall have a quorum. This must be mentioned expressly in the invitation.
2. The general meeting shall make its decisions with a simple majority of the valid votes cast. In deviation from the aforesaid, a decision on a change or amendment of these Articles of Association or the dismissal of members of the Executive Committee shall require an approval by at least 2/3 of the members present who have a right to vote, and decisions on the dissolution of the Association or the use of its assets shall require an approval by at least 3/4 of the members present who have a right to vote. In the case of an equality of votes, the vote of the Chairperson or, if he is unable to attend, of his deputy shall be the deciding vote (see Section 13.4).
3. If a change of these Articles of Association which does not concern the purpose of the association becomes necessary due to decisions of a court, particularly a registry court, or legislative decisions, it may be decided by the Executive Committee. It shall be announced at the following general meeting.
4. Votes shall be cast by a show of hands. A vote by secret ballot shall take place if this is requested by at least 10% of the persons present who have a right to vote or this is prescribed by these Articles of Association.
5. A written record of the decisions made shall be prepared and shall be signed by the Chairperson of the Executive Committee.
Section 15 Executive Committee, Its Composition and Election
1. The Executive Committee shall consist of up to six members elected by the general meeting, who are the Chairperson, up to three Deputy Chairpersons, the Secretary/Treasurer and the Recording Clerk.
2. The Executive Committee may appoint an Executive Director, who shall receive an adequate remuneration for his activities.
3. The members of the Executive Committee who are to be elected pursuant to Section 15.1 shall be elected with a simple minority in a free election or in secret, written ballots. In the case of an equality of votes, a run-off ballot shall be decisive. Only ordinary members may be elected.
4. Only ordinary members of the association may be nominated and elected as members of the Executive Committee. In case the association acts as an independent subdivision of ISFA, the regional office of ISFA for the EMEA region shall have the right to nominate one member of the Executive Committee, who shall, as a rule, have the function of a Deputy Chairperson if he is confirmed.
5. Only persons who are mentioned in a nomination that has been submitted properly or who are nominated by ordinary or associate members of the association during the general meeting may be elected as members of the Executive Committee. Every member of the association may submit or support more than one nomination or nominate himself for an election.
Section 16 Rights and Obligations of the Executive Committee
1. The Chairperson and the Secretary/Treasurer shall represent the Association in the sense of Art. 26 of the German Civil Code (BGB). Each of them shall be authorised to solely represent the association.
2. The decisions of the Executive Committee shall be made at meetings, which shall be called by the Chairperson no less than 21 days in advance with an agenda being included. If all members of the Executive Committee agree, the observance of said advance period may be waived. The Executive Committee shall have a quorum if at least half of the members of the Executive Committee is present. It shall make its decisions by a show of hands with a simple majority. In the case of an equality of votes, the vote of the Chairperson shall be the deciding vote.
3. The Chairperson may invite expert representatives of other organisations / professional groups to the meetings of the Executive Committee and give them the right to participate and speak in order to support the work of the Executive Committee in advisory capacity.
4. Meetings of the Executive Committee should be held at least twice per year. The Chairperson shall be obliged to call such a meeting within one month if this is requested by at least two members of the Executive Committee. The meetings of the Executive Committee shall be presided by the Chairperson or, if he is unable to attend, by the Deputy Chairperson.
5. If all members of the Executive Committee agree, a decision of the Executive Committee may also be made without the compliance with advance periods unanimously in writing, by fax, by e-mail, by way of circulation or in the form of a teleconference.
6. The members of the association shall be informed about the decisions of the Executive Committee in an adequate form regularly, but at least twice per year.
7. The Executive Committee may give itself rules of procedure.
Section 17 Duties of the Executive Committee
The Executive Committee shall be in charge of all decisions and activities which serve the fulfilment of the association’s purpose and have not been assigned to the general meeting. In particular, it shall be in charge of:
a) planning and implementing the purposes defined in Section 2 of these Articles of Association;
b) making ad-hog decisions on current matters which require an urgent reaction;
c) making decisions on the admission and exclusion of members;
d) preparing an annual activity report;
e) activities for the continuous harmonisation of the association’s rules with the current by-laws of ISFA, insofar as this is permitted by German law and in line with the non-profit purposes of the association;
f) the publication of guidelines which are prepared with the association being involved;
g) deciding and preparing scientific programmes for the conferences of the association;
h) informing the members regularly – at lest twice per year – about the ongoing activities of the association by means of information published in the official publication organ of the association;
i) preparing a budget for a new financial year, no later than the end of the third month of the financial year; i) the accounting of the revenue and expenses of the association
j) accepting at least annual reports of the sections and task groups, and agreement of state-of-the-art meetings. The Executive Committee may establish an office.
Section 18 Term of Office of the Members of the Executive Committee
1. The term of office of the members of the Executive Committee shall be three years. It shall commence upon their election at the general meeting. A re-election shall be possible. The total term of office of a member of the Executive Committee shall be unlimited, but it should not exceed six consecutive years (two consecutive terms of office) as a rule.
2. The new election shall be held at the first general meeting taking place in the second calendar year after the election. Members of the Executive Committee whose term of office has expired shall remain in office until new members of the Executive Committee have been elected in their place and have accepted their office.
3. If a member leaves the Executive Committee before the expiry of the term of office, the remaining members shall form the Executive Committee until a by-election for the remainder of the term of office has taken place at the next general meeting. If the Chairperson leaves the Executive Committee, the Executive Committee shall elect one of its members as Chairperson for the time until the by-election.
Section 19 Secretary/Treasurer
The Secretary/Treasurer shall manage the administration of the association and shall perform all activities necessary for this purpose in close coordination with the Executive Committee. He shall ensure the collection of the outstanding amounts and the payment of the liabilities (cf. Section 15.2). He shall prepare a draft budget and propose it to the Executive Committee. He shall prepare the statement of accounts, manage the cashbook and administer the assets of the association. Furthermore, he shall perform all tasks which are assigned to him by these Articles of Association, the rules of procedure or decisions of the Executive Committee, provided that he will be allowed to use the services of employees of the association, if any, or engage third parties upon a decision of the Executive Committee.
Section 20 Recording Clerk
The Recording Clark shall manage the list of members and the archive, take the minutes of the general meetings and the meetings of the Executive Committee and perform all tasks which are assigned to him by these Articles of Association, the rules of procedure or decisions of the Executive Committee.
Section 21 Auditors
The general meeting shall elect two auditors having a term of 2 financial years. Re-election shall be possible. Every year before the ordinary general meeting, the elected Auditors shall verify the accounting and the cash report of the Treasurer and report to the general meeting on whether the finances were managed properly and the funds were used economically and in accordance with these Articles of Association. The Auditors’ report shall be an item on the agenda of the ordinary general meeting.
Section 22 Rules of Procedure
The association may give itself rules of procedure. Its first version and any changes and additions may only be decided on with the consent of all members of the Executive Committee.
Berlin, 02 October 2015