Statutes of the European Group - ISFA e.V. (E-ISFA)

last amended in accordance with the resolution of the extraordinary general assembly

from May 31, 2023

§ 1 Name, Place of Registration, Financial Year

The name of the Association is "European Group - International Society for Apheresis" e.V., abbreviated "E - ISFA". It is registered in the Rostock register of associations under VR 10461.
The registered office of the Association is Rostock, Germany.
The financial year is the calendar year.

§ 2 Purpose and Scope of the Association

The Scope of the Association extends from Germany to the entire European area and neighboring countries (EMEA region). The Association is an independent subdivision of the "International Society for Apheresis" (ISFA), whereby the ISFA, as a non-profit international professional society with headquarters in Japan, promotes the development of apheresis worldwide in accordance with its statutes.
The Association pursues the promotion of science and research as well as medical-technical education and training in the subject and task areas of apheresis and extracorporeal therapy. It deals with all clinical, scientific, technical and organizational concerns in this field.
To fulfill the purpose "promotion of science and research" the Association will use own scientific events and publications, and the scientific cooperation with other Associations active in the same field. For the realization of the purpose "education and training" the Association will hold own seminars, workshops, symposia and congresses or offer specific symposia in connection with scientific events of other professional groups.
Tasks of the Association for the realization of the purpose are furthermore
1. To research diseases associated with apheresis and other extracorporeal therapies with regard to their prevention, diagnostics, therapy and aftercare together with related clinical and theoretical disciplines as well as with patients and to coordinate extracorporeal therapeutic strategies;
2. To represent the Association's matters at the scientific meetings of the
  ISFA;
3. To foster scientific cooperation with other professional working groups and societies and other scientific organizations in Germany and abroad;
4. To support development, implementation, early detection and evaluation of methods, procedures and programs of preventive care, diagnostics, therapy and aftercare at clinics;
5. To consult in the planning and implementation, as well as coordination and execution of scientific investigations, in particular clinical-scientific studies and studies on health care research as well as promotion of scientific institutions for the further development of apheresis;
6. To promote and establish quality improvement and security measures (e.g., in the form of a registry, certifications, guidelines) in apheresis;
7. To provide education, information, and assistance on apheresis issues to
  - sponsors of scientific or public institutions
  - health and pension insurances
  - patients and their relatives
  - the general public;
8. To develop standards and guidelines;
9. To generate education, training and continuing education curricula, instructional programs;
10. To develop certification and accreditation criteria;
11. To enhance education of physicians, and medical technical non-physician assistants in the field of apheresis and extracorporeal therapy.
The scientific events of the Association are usually held on occasion of the scientific meetings of E-ISFA and ISFA. In addition, independent scientific meetings of the Association shall take place. A publication of the results is to be aimed at. The official publication medium of the Association is the publication medium of the ISFA, the journal "Therapeutic Apheresis and Dialysis" (TAD). Results from the scientific research of the Association are preferably published in this journal after completion of the respective project. The Board of directors may designate other journals as the publication organ of the Association. In addition, relevant information for the work of the Association or its members will be brought to the attention of the Association's members and the public in suitable form in German and English via appropriate media.

§ 3 Non-profit Status

The Association shall exclusively and directly pursue charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code. The Association is selflessly active; it does not primarily pursue its own economic purposes.
Funds of the Association may only be used for the statutory purposes. The members do not receive any benefits from the funds of the Association. No person may be favored by expenses that are alien to the purpose of the Association or by disproportionately high remuneration.
The Association may not use its funds for the direct or indirect support or promotion of political parties.

§ 4 Volunteerism

All holders of the Association offices work on an honorary basis. As far as the financial situation of the Association allows, expenses and out-of-pocket expenses incurred to achieve the objectives of the Association may be reimbursed. As far as possible, receipts are to be presented. The General Assembly can decide on lump-sum compensation for expenses.

§ 5 Assets

The Assets of the Association shall be formed from the members' contributions, donations, participation fees for events organized by the Association and all other income which the Association can record, as well as from the goods acquired with this income.
In case of dissolution of the Association or in case of discontinuation of tax-privileged purposes, the assets of the Association shall be transferred to the foundation for the promotion of university medicine in Dresden, Fetscherstraße 74, 01307 Dresden, which shall use them directly and exclusively for tax-privileged purposes, otherwise to another German non-profit organization.
Resolutions on the future use of assets may only be carried out after the consent of the responsible tax office has been obtained.

§ 6 Membership

The Association has individual members and corporate members. It may have supporting members.
Individual members can be Ordinary and Associate Members as well as Honorary Members and Retired Members.
Ordinary Members of the Association can only be natural persons whose clinical, scientific, technical and/or organizational activities are focused on the field of apheresis and who pay a full individual annual membership fee.
Associate Members of the Association can only be natural persons whose clinical, scientific, technical and/or organizational activity is focused on the field of apheresis or who are in training/study. Associate members pay a reduced individual annual membership fee. They have limited rights and are not entitled to free access to the official journal of ISFA and E-ISFA.
An honorary membership may be appointed by the Board of directors to persons who have rendered special services by promoting the purpose of the Association or in any other way. Honorary Members are exempt from the payment of dues.
Retired Members may be exempted from the payment of contribution by the Board of Directors upon application. Credible proof of retirement must be provided.
Corporate Members can be commercially active companies and organizations whose clinical, scientific, technical, and/or organizational activities are in the field of apheresis or related indication areas and who pay full annual contribution for Corporate Members. "Corporate Members" of ISFA with a business address in the area of activity of the Association will automatically become Corporate Members of the Association upon application, insofar as they pay full annual contributions to E-lSFA in the future.
Supporting Members can be natural and legal persons who are committed to the further development of apheresis and feel connected to the objectives of the Association. Supporting Members may support the Association with monetary contributions, contributions in kind and/or other services. Supporting Members have the right to participate in general assembly. They have no other rights, in particular no access to Association documents and no voting or proposal rights. Another membership is not an obstacle for an additional supporting membership.

§ 7 Beginning of Membership

Applications for admission as an Ordinary Member, Associate member, Retired Member or Corporate Member shall be submitted in writing to the Board of the Association. In this application, the applicant must declare that he/she supports the statutory objectives of the Association.
The Board of Directors decides on the admission at its own discretion. The rejection of the application for membership does not require a statement of reasons. However, in the event of rejection, the applicant may appeal against this in writing to the Association within two weeks after receiving the statement of rejection. If the applicant files a timely objection in due time, a decision on his application for membership will be made at the next ordinary General Assembly. There is no entitlement to admission (for exceptions: see paragraph 5).
Individual members as well as "Corporate Members" of the ISFA with a business address in the area of activity of the Association (§2, para.1) cannot be denied membership without a special reason. The applicant shall enclose suitable evidence of membership in the lSFA with together with an application for ordinary or corporate membership.
The Board may decide on other or further requirements for the application.
Supporting Members shall be recognized by the Board if the support of the Association is considered substantial and is without requirements. The Board of Directors shall inform the Supporting Member concerned of the commencement of the supporting membership as well as of its duration or termination. A sustaining member may be any ordinary, associate, retired or corporate member by paying more than the normal membership fee for support.

§ 8 End of Membership

The membership in the Association ends with the death of an individual member or the dissolution of a legal entity, furthermore by resignation or by exclusion.
The resignation becomes effective at the end of a fiscal year. It must be declared to the Association in writing at least three months in advance.
The exclusion can take place if there is an important reason, in particular if a member
1. Acts against the reputation or the purposes of the Association or
2. Is in arrears with at least one annual fee and has not paid these arrears within three months of the second reminder despite two reminders;
3. No longer fulfills the requirements for acquiring membership.
Prior to exclusion, the member shall be given the opportunity to be heard in writing and, upon request, in person within a period of two weeks. The Board of Directors shall decide on the exclusion by simple majority.
The decision on the exclusion shall be accompanied by reasons and shall be announced to the excluded member in writing.
The excluded member may appeal against the corresponding decision of the Board in writing to the Association within two weeks after notification. The objection has no suspensive effect. After an objection has been submitted in due time, a decision on the application for exclusion will be taken at the next General Assembly.

§ 9 Contributions

Upon admission to the Association - if the General Assembly so decides - an admission fee in an amount determined by the General Assembly shall be paid.
An annual membership fee shall be collected from the members, except for Honorary Members and exempt Retired Members.
The amount of the annual membership fee shall be determined by the Board and confirmed by the next ordinary General Assembly. The Board shall develop membership fee regulations and make adjustments as necessary. The Board shall inform members of the membership fee regulations in an appropriate manner.
Ordinary and Associate Members who have paid their annual membership fee to ISFA are exempt from the payment of the membership fee for the respective current calendar year.
The annual membership fee is due at the beginning of each year. Payment shall preferably be made by direct debit. For new members, the annual membership fee is due at the time of admission. ln the year of admission to the Association, the member shall pay the full annual membership fee, unless he/she can present proof documenting payment of contribution to ISFA for the respective year.
According to the contractual regulations between E-ISFA and ISFA, the Association transfers an annual administration fee for Ordinary Members to ISFA to cover general administration costs and to create and provide the publication medium (currently "Therapeutic Apheresis and Dialysis").

§ 10 Rights and Obligations of Members

Members shall be entitled to use all facilities made available to them by the Association.
Ordinary Members have active and passive voting rights as well as the right to submit election proposals and to make requests in the General Assembly. These rights can only be exercised personally and are not transferable to others. The rights of Ordinary Members are suspended if the membership fees for the current and previous calendar year have not been paid.
Associate Members have no active or passive voting rights. They have the right to make requests in General Assemblies. This right can only be exercised personally and is not transferable to others.
Honorary Members, Retired Members, Corporate Members and Supporting Members only have an advisory role. These members have no further rights.

§ 11 Organs/Committees of the Association

The organs of the Association are:
1. The General Assembly
2. The Board of Directors
3. The Executive Committee
A protocol must be made of every meeting of one of the organs/committees, which records the essential results and resolutions. The minute-taker shall be appointed by the Chair of the meeting unless a secretary is responsible. An external person may also be appointed to take the minutes. The protocol shall be signed by the Chair of the meeting and the minute-taker. A copy shall be made available to the members of the organs/committees concerned on request.

§ 12 Tasks/ Responsibilities of the General Assembly

The affairs of the Association are regulated by the General Assembly, as far as the executive committee is not responsible.
The responsibilities of the General Assembly are in particular
1. Receipt of the activity report of the Board of Directors,
2. Receipt of the annual financial statement,
3. Resolution on the discharge of the Board of Directors,
4. Resolution on the amount of a possible membership fee,
5. Resolution on amendments to the Articles of Association and dissolution of the Association,
6. Election of the Board or individual Board members, if their term of office ends prematurely or a Board member has to be elected for other reasons,
7. Election of the auditors,
8. Resolution on motions.
In matters for which the Board of Directors is responsible, the General Assembly can make recommendations to the Board.

§ 13 Ordinary and Extraordinary General Assembly

Once a year an ordinary General Assembly takes place. It is usually connected with a scientific meeting of ISFA or E-ISFA.
The convocation of the ordinary General Assembly takes place with a period of notice of four weeks. The invitations are sent in writing, by fax or by mail, indicating time, date and place as well as the provisional agenda. The period begins with the day following the dispatch of the invitation letter. The invitation letter shall be deemed to have been received by the member if it is addressed to the last contact address provided by the member in writing (or by e-mail or
fax).
The Chair (President) and the Board of Directors can call an extraordinary General Assembly at any time, if the interests of the Association require it. Furthermore, upon request of one third of the members, an extraordinary General Assembly is to be convened by the Board, stating the subject of the meeting. For the invitation the conditions mentioned under paragraph 2 apply.
The General Assembly may also be held digitally and/or as hybrid event.
The Chair (President) of the Board of Directors shall chair the General Assembly; if he or she is prevented from doing so, a designated Vice-Chair shall chair the General Assembly.

§ 14 Adoption/Realization/Formation of Resolutions

Any General Assembly duly convened shall constitute a quorum. This must be explicitly stated in the invitation.
The General Assembly shall pass resolutions by a simple majority of the valid votes cast. Deviating from this, a resolution on the amendment or new version of the statutes and the dismissal of Board members requires the approval of at least 2/3, a resolution on the dissolution of the Association and the use of the assets requires the approval of at least 3/4 of the voting members present. In the event of a tie, exactly 2/3 or 3/4 in the case of a corresponding voting requirement, the vote of the meeting chair or, if he or she is prevented, the vote of his or her previously designated representative shall be decisive.
Resolutions may also be passed digitally and/or in hybrid events.
If an amendment to the Articles of Association becomes necessary as a result of judicial, in particular registry court or legal measures, which does not affect the purpose of the Association, this may be decided by the Board of directors. It is to be announced in the next General Assembly.
Voting is done by show of hands, by email or fax. Voting must be done by secret ballot if at least 20% of those present and entitled to vote demand it.
The adopted resolutions are to be put down in writing and signed by the Chair of the Board of directors.

§ 15 Board of Directors and Executive Committee, Composition and Election

The Board of Directors shall consist of up to seven members of the Executive Committee and up to eight additional members elected by the general assembly.
The Executive Committee shall consist of up to seven members, namely the President (Chair of the Board), the President Elect, the Immediate Past President, up to three Vice-Presidents (Vice-Chairs) and the Secretary/Treasurer. If elected, a President Elect shall automatically assume the position of Chair (President) upon completion of the President Elect's term of office. The Chair (President) shall automatically become Immediate Past President upon completion of his/her term of office.
The Board of Directors may establish an office and, against payment of an appropriate remuneration, entrust a natural or legal person with the performance of defined organizational activities. It must be ensured that the external office is not authorized to represent the Association in a legally binding manner.
The members of the Board of Directors to be elected according to § 15 No. 1 shall be elected by the General Assembly in a free election or in secret and written ballots with a simple majority. In the event of a tie, a run-off election shall decide. Only Ordinary Members of the Association may be proposed and elected as members of the Board of directors.
The regional office of ISFA for the EMEA region has, in case the Association operates as an independent subdivision of lSFA, the right to propose a member of the Board of Directors, who, if confirmed, will represent an advisory function of the Board of Directors without voting rights.
Only those who are listed in a duly submitted election proposal or who are proposed by Ordinary or Associate Members of the Association during the election meeting may be elected as members of the Board. Each member of the Association may submit or support several election proposals. Ordinary Members may also propose himself/herself for election.

§ 16 Rights and Duties of the Board of Directors

The Chair and the Secretary/Treasurer represent the Association in the sense of § 26 BGB (German Civil Code). They are each authorized to represent the Association individually.
The decisions of the Board are made in meetings, which are called by the Chair (President) under designation of an agenda with a period of notice of 21 days. If all members of the Board of directors agree, compliance with this deadline may be waived. The Board of directors shall constitute a quorum if at least half of the members of the Board of directors are present. The Board of directors decide by a show of hands (directly and/or by video conference), by email and/or by fax with a simple majority. In the event of a tie, the meeting chair shall have the casting vote.
The meeting chair can invite competent representatives of other organizations / professional groups to the Board meetings and grant them the right to participate and speak in order to support the work of the Board of directors in an advisory capacity.
Board meetings shall be held at least twice a year. The Chair is obliged to convene a meeting within one month if requested by at least two members of the Board. The meetings of the Board of Directors shall be chaired by the Chair (President) or, if he or she is unable to do so, by a previously designated Vice-Chair (Vice-President).
With the agreement of all Board members, a Board resolution can also be passed in writing, by fax, email, by circulation procedure or in the form of a telephone or video conference without adherence to prior deadlines.
The members of the Association are to be informed regularly, at least once a year, about the decisions of the Board of directors in an appropriate manner.
The Board of directors can give itself rules of procedure.

§ 17 Tasks of the Board of Directors

The Board of Directors is responsible for all decisions and measures that serve the fulfillment of the Association's purpose and that are not assigned to the General Assembly. It is responsible in particular for
1. Planning and realization of the goals according to § 2 of these statutes;
2. Ad hoc decisions on current issues that require urgent comment;
3. Decision-making on the admission and exclusion of members;
4. Preparation of an annual activity report;
5. Measures for the continuous harmonization of the rules of the Association in accordance with the current "By-Laws" of the ISFA, as far as permissible under German law and compatible with the non-profit objectives of the Association;
6. Publication of guidelines prepared with the participation of the Association;
7. Decision and preparation of scientific programs for the meetings of the Association;
8. Regularly informing the members at least twice a year about the current activities of the Association through information in the official publication medium of the Association;
9. Preparation of a budget for a new fiscal year, no later than the end of the third month of the fiscal year;
10. Keeping accounts of the income and expenditure of the Association
11. Resolution on the establishment of an office for the Board of Directors.
The executive committee shall conduct the official business of the Board of Directors.

§ 18 Term of Office of the Members of the Board of Directors

A term of office of the Board members is usually two to a maximum of three years. It begins with the election in the General Assembly. Re-election is possible. The term of office of a Board member is not limited, but as a rule should not exceed two terms in succession. Different regulations apply to chairs (Presidents) and the Secretary/Treasurer.
A Chair has three terms of office. The incoming Chair (President Elect) elected by the General Assembly shall automatically assume the position of Chair after the next election, while the incumbent shall automatically assume the position of Immediate Past President.
In order to ensure the continuity of the work of the Association, the Secretary/Treasurer may be re-elected several times without restrictions.
The election of the Board members usually takes place during the European congresses of E-ISFA, which are held regularly every 2-3 years. Board members whose term of office has expired shall remain in office until new Board members have been elected in their place and have accepted office.
In the event of the resignation of a member of the Board of Directors before the end of the term of office, the remaining members shall form the Board of directors until a replacement has been elected for the remainder of the term of office at the next General Assembly. In the event of the resignation of the Chair (President), the President Elect shall take over the office prematurely. If the President Elect is not available, the Board shall elect a Chair from among its members by a simple majority until the President Elect assumes office.

§ 19 Secretary/Treasurer

The Secretary/Treasurer shall manage the administration of the Association and shall carry out all measures necessary for this purpose in close coordination with Chair (President) and the Board of Directors. He or she shall ensure the collection of outstanding debts and the settlement of liabilities (cf. § 15 para. 2). He or she shall prepare a draft budget and propose it to the Board of Directors. He or she prepares the statement of accounts, keeps the cash books and manages the assets of the Association. In addition, he or she shall perform all tasks assigned to him or her by these Articles of Association, the rules of procedure, or by resolution of the Board of Directors, whereby he or she may make use of employees possibly employed by the Association or, by resolution of the Board of Directors, may commission third parties.

§ 20 Secretary/Minute-Taker

The Association may appoint a Secretary/Minute-taker. The Secretary/Minute-taker shall maintain the membership roster, the archives, the minutes/protocol at General Assemblies and Board meetings and shall perform all duties assigned to him or her by these bylaws, the rules of procedure, or by resolution of the Board of Directors.

§ 21 Auditor

The General Assembly elects two Auditors for every two to three financial years. Re-election is possible. The elected auditors shall audit the accounts and the treasurer's cash report annually before the ordinary General Assembly and report to the General Assembly whether the finances have been properly managed, and the funds have been used economically and in accordance with the statutes. The auditors' report is an item on the agenda of the ordinary General Assembly.

§ 22 Rules of Procedure

The Association may issue rules of procedure for itself. The initial establishment as well as changes and additions can only be decided with the consent of all Board members.

Berlin, 31-May-2023

Signed by:

Dr. Wolfgang Ramlow

Chairman / President