European Society for Trauma and Emergency Surgery (ESTES)
Avenue de la Couronne 20
1050 Bruxelles
Act No 17.606 Constitution 9/11/2007 7654 / JS
In the year 2007, on November 9 th.
Before me, COR STOEL, Notary Public residing in Merksplas have appeared
Mr. Lennquist Sten….. 2. Mr. Rommens Pol…. 3. Mr. Trentz Otmar…..
1. CONSTITUTION
The appearers request the undersigned notary public to certificate that they constitute
a non profit association, named European Society for Trauma and Emergency Surgery,
shortened ESTES, with registered office in Belgium, 1050 Bruxelles (Brussels), Avenue
de la Couronne 20.
The appearers declare that this creation of the association ESTES is done within
the context of the merge of the associations “European Trauma Society (ETS)” and
“European Association of Trauma and Emergency Surgery (EATES)”, so the last two
ones can transfer their assets into the new association ESTES.
They have formulated the bylaws of the association as follows:
2. BYLAWS
Article 1
According to the Belgian Law issued June 27, 1921, concerning the non profit associations,
the international non profit associations and the foundations, a non profit association
is created. The name of the association is: “European Society for Trauma and Emergency
Surgery”, shortened “ESTES”.
Article 2
Objects and Aims The object of ESTES shall be to promote emergency surgery and trauma surgery
in general and to disseminate interest, knowledge, and quality in these fields all
over Europe.
ESTES endeavours to realise this object by such activities as the following:
Promoting training and continuing medical education in emergency surgery, trauma
surgery, pre-hospital care, intensive care, rehabilitation, and areas related to
these topics.
Establishing public relations to promote the aims of ESTES in general and its
political influence in the above mentioned fields.
Application of protocols for using the best medical practice in diagnosis and
treatment in trauma and emergency surgery.
Organizing academic meetings and practical courses on regular basis.
Promoting contact and collaboration with other national and international organisations
whose objects and/or objectives are connected to trauma and emergency surgery.
Promoting clinical and basic research in these core subjects.
Stimulating and coordinating scientific research by application fees, membership
fees, incomes from events or club ventures, donations, collections, or other bequests.
Establishment of sections for important items.
The official organ of ESTES is the “European Journal of Trauma and Emergency Surgery”.
ESTES is not for profit.
Article 3 Registered office The registered office is: Avenue de la Couronne 20 1050 Bruxelles (Brussels)
Belgium Judicial district: Bruxelles It shall be transferred by decision of the General Assembly, taking into account
the formalities of the law and ones prescribed in the present bylaws.
Article 4 Membership Individuals and societies may be members of ESTES. The number of members cannot
amount to less than three.
Article 5 Members ESTES has both “individual members” and “institutional members”. Members are to
be involved in the issues of emergency surgery, trauma surgery, pre-hospital care,
rehabilitation, intensive care or in areas relating to the above. Societies dealing
with trauma and/or emergency surgery can be members on an institutional level, leading
to membership of their members in ESTES (“institutional members”).
Article 6
Application
Individual members: Applications for membership of ESTES are submitted to the General Secretary. The
signed application form must be sent in original. For individual membership in addition
information is to be given on the actual position, address and phone number, e-mail,
short CV, and a list of relevant publications, if applicable. The membership committee
is to decide on the application.
Institutional members: For institutional membership the society has to include their bylaws and a file
of their members. Final decision by the General Assembly: The General Assembly is to be informed written on the committee’s decision on new
members. Should an aspiring member not be accepted as a member, the General Assembly
may admit an aspiring member by simple majority.
Article 7 Duties and rights of members Each member is obliged to furnish ESTES with his address and each change thereof
in writing. For institutional members this obligation is fulfilled by the (general)
secretary of the member society. All consequences of failing to furnish ESTES with
his address and changes thereof are for the expense and risk of the member (society).
The membership fee is payable on joining ESTES and subsequently on the first day
of January each year. The amount of the annual fee shall be established by the General
Assembly and amounts to maximum two hundred euro. Failure to pay the fee after a
reminder, results in termination of membership for the following year. The Board
is authorised to grant partial or full exemption from the requirement to pay a fee
in special cases. ESTES’ society year runs from the first of January until the thirty-first of December
of each year. All members present have the right to vote at the general meeting, to attend the
annual meeting of ESTES at a reduced rate, and to receive ESTES’ publication at
no additional cost. Only individual members are eligible as office holders.
Member societies have the duty to promote ESTES’ activities and to support ESTES’
aims. They have the right to nominate a delegate to the Board of Directors and have
the right to add “member of ESTES” to their name.
Article 8 Termination of membership Membership shall terminate:
on the death of the member (natural person),
by the notice of termination by the member (-society),
by notice of termination by ESTES. This may occur if the member (-society) has
ceased to entirely fulfil the requirements for membership as specified in the Articles
of the Society, if he fails to meet his obligations in regard to ESTES, as well
as if ESTES cannot be reasonably expected to permit the membership to continue,
by expulsion. This can only be pronounced if the member (-society) acts in conflict
with the Articles of the Society, standing rules or resolutions of ESTES, puts ESTES
in an unreasonable manner at a disadvantage.
Termination of membership by the member or by ESTES can be effected only in writing
at the end of a Society year and taking into consideration a notice period of four
weeks. However, membership can be terminated without notice if it cannot be reasonably
expected of ESTES or the member that it/he allows the membership to continue.
A termination in conflict with that stipulated in this causes the membership to
terminate at the earliest permissible time subsequent to the date as of which notice
had been given. Expulsion from membership is affected by the General Assembly.
In addition a member (-society) may terminate its membership effective immediately
within a month after the member shall have been informed of a resolution to convert
ESTES in a different legal entity or of plans for a merger.
Article 9
Ordinary General Meeting In ESTES the General Assembly holds the following authorisations:
The amendment of the bylaws;
The appointment and the dismissal of the directors;
The appointment and the dismissal of the commissioners and the fixation of their
remunerations;
Granting discharge to the commissioners and the directors;
Approving the balance sheet and the status of assets and liabilities;
The dissolution of the association;
Expelling members;
The transformation of the association in a society with social eye mark;
All other cases required by the law or the bylaws.
Annually, at the latest within six weeks before the conclusion of ESTES’ society
year, a general meeting – the annual meeting – shall be convoked. At the annual meeting the following subjects shall be among those addressed:
The annual presidential report;
The financial report controlled by the Financial Committee;
The appointment of the Financial Committee for the subsequent Society year (consisting
of at least two members);
The appointment of the Membership Committee for the subsequent Society year (consisting
of at least two members);
The appointment of the Congress Committee for the subsequent Society year (consisting
of at least two members);
Filling possible vacancies;
Proposals of the Board or the members announced at the convocation to the meeting;
Elections to the Board.
In addition general meetings shall be held as frequently as the Board of Directors
shall deem this necessary.
Article 10 Extraordinary General Meeting The Board of Directors is obliged, at the written request of at least one fifth
of its current general membership, coming from at least five countries to convoke
a general meeting at a time not longer than six weeks after the filing of the request.
If this request is not met within forty days after it is made, the members requesting
may convoke a meeting themselves, by means of an advertisement in at least one newspaper
popular in the city/town where ESTES has its registered office and in the “European
Journal of Trauma and Emergency Surgery”. The parties making the request may at such a time charge persons other than Board
members with the management and secretarial activities with regard to the meeting
and the taking of minutes. Except as in this requested cases, the President or his deputy shall chair general
meetings. In the absence of the president and his deputy one of the other Board
members, to be appointed by the Board of Directors, shall act as president. Should
it also prove impossible to appoint a president in this manner, the meeting itself
shall chair the meeting. With regard to that dealt with at each meeting, the general secretary or another
person appointed by the president to do so shall maintain minutes that shall be
adopted and signed by the president and the party taking minutes. Those convoking
the meeting may have a notarial process-verbal prepared of the minutes. The contents of the minutes or the process-verbal shall be made known to the members
by publishing in “The European Journal of Trauma and Emergency Surgery”. Every person,
member or non-member, can request the Board of Directors to send him a copy of the
process-verbal.
Article 11 Access & Voting All members of ESTES are members of the General Assembly. Each member of ESTES,
who is not suspended, has one vote. Access is not open to suspended members and suspended Board members, with the understanding
that suspended members do have access to a general meeting at which the resolution
regarding their suspension is addressed; suspended members are authorised to hold
the floor at the meeting in which their suspension is addressed. Except for other binding legal rules, decisions by the General Assembly shall be
made on the majority of votes cast amongst voting members. Only positive and negative
votes of members present will be considered when counting. Voting may not take place
by correspondence or by written proxy. Blank votes are not considered. In case of a tie in a vote between two persons, a draw will decide which of the
two is chosen. If the votes tie on a proposal, concerning business, the president
shall decide. All votes shall be cast orally, unless the president shall deem a written vote desirable
or one of those authorised to vote shall demand such a vote. Written votes are cast
in the form of unsigned closed ballots. Passing resolutions by acclamation is possible
unless a person authorised to vote demands vote by poll.
Proposals to amend the Articles of the Society or to dissolve ESTES are to be convoked
written in advance at least six weeks, the day of convocation and the day of the
meeting not included. The Board of Directors shall convoke general meetings in written form. The period
of time for the convocation shall equal at least four weeks, the day of convocation
and the day of the meeting not included. At the convocation the subjects to be addressed
shall be specified. The members of the General Assembly are responsible for appointing a general secretary
and a treasurer every three years and a vice president every year. The vice-president
(president-elect) automatically becomes president for a one year term after the
vice-presidency. Members with specific expertise, merit and excellence may be co-opted
on to the board after election by the General Assembly. They will not have entitlement
to vote but will be encouraged to advise the committee.
Article 12
Board of Directors The Board of Directors will be made up of:
A. Executive Board
The President;
The Past President;
The President Elect;
The General Secretary;
The Treasurer. B: Delegates
The representatives of the member societies;
The representatives of ESTES’ sections;
Editor-in-Chief of the “European Journal of Trauma and Emergency Surgery”. C: Non voting members
Non voting members (co-opted members) may be invited to the Board meetings.
Article 13 Election of the Board of Directors
The executive Board is elected by the General Assembly.
The representatives of the member societies are nominated by these societies out
of individual members of ESTES. The representatives of sections are chosen out
of individual members of ESTES.
Eligible for appointment as Board members are individual members of ESTES.
Eligible for appointment as President elect are individual members of ESTES, who
are active practising surgeons.
The (Past-) President (-Elect) is elected for a period of one year each. The
term ends with the annual congress of ESTES. The General Secretary and the
Treasurer are elected for three years and can be reappointed once.
Proposals for the election of the President Elect, the General Secretary, and
the Treasurer have to be signed by fifty individual members out of five
different countries and be submitted to the General Secretary at least six weeks
before the election (date of delivery). The Board of Directors is obliged to
make a proposal for the elections.
Each member of the Board can at all times be terminated or suspended by the
general meeting.
Board membership shall terminate:
by dismissal;
by end of ESTES-membership;
if the organisation that the Board member represents ceases to be a member
of ESTES.
Article 14 Working of the Board of Directors Decisions: Decisions by the Board of Directors shall be determined by the majority of votes
amongst voting members. Only positive and negative votes will be considered when
counting. Voting may take place only personally (no correspondence or written proxy).
The president will have a casting vote if a decision is hung. Executive Board: The Executive Board is responsible for the implementation of the aims of ESTES.
The Executive Board decides on approval of courses and congresses under the patronage
of ESTES. The Executive Board is authorized to cooperate in confederations, unions
or networks with other societies, institutes, national and international scientific
societies with similar aims and to have societies with other journals involving
the core subjects of ESTES. These should be subsequently ratified by the General
Assembly. Board of Directors:
With the exception of the
limitations as per the Articles of the Society, the Board of Directors is
charged with the management of ESTES.
The Board is authorised, under
its own responsibility, to have certain parts of its tasks carried out by
commissions appointed by the Board of Directors.
With the approval of the
general meeting, the Board is authorised to pass resolutions with regard to
entering into agreements of the acquisition, alienation and mortgaging of
register goods.
The board of directors is
responsible for recommending a president elect to the General Assembly every
year, and a general secretary and a treasurer every three years.
The Board of Directors is
obliged to maintain administrative records and associated books, documents
and other media with regard to the capital status of ESTES and everything
concerning the activities of ESTES, according to the standards stemming from
these activities, in such a manner that the rights and obligations of ESTES
can be known at all times.
The financial society year runs
from January first to December thirty-first.
ESTES representation:
ESTES shall be represented by;
either the Executive Board;
or the President acting jointly
with the Past President;
or the President acting jointly with the General Secretary.
The Board of Directors shall present its annual report at a general meeting. At
that time the Board of directors shall present the balance sheet and the status
of assets and liabilities, along with notes, for the approval of the General Assembly.
The Board members shall sign these documents; should the signature of one or more
of these members be absent, this will be noted with a specification of the reason
for the absence(s). After the conclusion of the period of time as mentioned above,
each member of the joint members of the Board may legally demand that the above-mentioned
obligation in deed be met.
Article 15 Financial Committee
Each year, from among the members the General Assembly shall appoint a Financial
Committee of at least two members, who are not members of the Board. This Financial
Committee shall examine the financial documents and present a report of its findings
to the general meeting. The Board is obliged to provide the Financial Committee
with all information it shall request, to permit the committee to peruse the cash
situation, and to grant it access to the books and documents of ESTES. The Financial
Committee may at all times be relieved of its tasks by the General Assembly, but
only by the appointment of a different Financial Committee. The Board is obliged
to store the financial documents for ten years.
Article 16 General Secretary
The General Secretary manages the current business of ESTES. The General Secretary
will be responsible for secretarial affairs for a three years term of office. The
term ends with an annual congress of ESTES.
The General secretary will implement the decisions of the board of directors and
is responsible for the day-to-day affairs of ESTES. The general secretary is responsible
for the minutes of all official meetings and for maintaining ESTES’ website. The
general secretary maintains a register in which the names and addresses of all members
are included.
Article 17 Treasurer
The Treasurer will be responsible for financial affairs of ESTES for a three calendar-year
term of office, starting with January first of the year following the election.
The Treasurer will submit an annual report to the Board of Directors and the General
Assembly for approval and will be responsible for presenting the audited accounts
of the previous year’s activity.
The Treasurer will work closely with the President and the General Secretary and
will establish a system of updating membership and for ensuring payment of fees
on a regular (yearly) basis. The official currency of ESTES is EURO (€).
Article 18 President, Past President, and President Elect
The President will serve a term of office of one year and will then pass on the
presidency to the President Elect. A new President Elect is then to be elected from
the General Assembly. The General Assembly and the Board are chaired by the President
of ESTES.
The President shall convene an ordinary general meeting every year but may hold
an extraordinary general meeting upon the request of one fifth of its current general
membership, coming from at least five countries or the majority of the board.
The president takes overall responsibility for representing ESTES.
The President will take up office at the end of an annual meeting.
The Past President will represent ESTES if the President can not be present.
The President Elect will represent ESTES if the President and the Past President
can not be present.
Article 19 Amendments
No amendments can be made in the Articles of ESTES except through a resolution
of the General Assembly, which meeting was convoked with the announcement that amendments
in the Articles are to be proposed at that meeting.
Members convoking a general meeting at which a proposal to make amendments
to the Articles of the Society will be addressed must place a copy of that proposal,
in which the proposed amendment (s) are literally stated, at least six weeks
before the meeting is to be held, at a suitable location for the perusal of
the members, and this copy shall remain at that location until after the conclusion
of the day on which the meeting is held.In addition a copy as referred to above shall be communicated to each member together
with the invitation to the General Assembly.
A resolution to amend the Articles of ESTES requires at least two-thirds
of the votes cast.
Article 20 Dissolution of ESTES
ESTES can be dissolved by resolution of the General Assembly, in the matter as stipulated
in the law.
The Board of Directors shall effect liquidation unless the General Assembly decides
otherwise.
Should the occasion arise, any left over capital should fall to an organisation,
which has the same or similar aims as this Society, or to other welfare purposes.
Article 21 Arbitration Court
An internal arbitration court will be appointed for the settlement of all disputes
regarding ESTES’ affairs.
The Arbitration Court is composed of three individual members of ESTES in such a
way that the disputing party will name to the Board in writing a member as arbitrator.
Within seven days of the Board’s summons the other disputing party, on their part,
will name a member of the Arbitration Court within fourteen days.
Having been notified by the Board within seven days the two named arbitrators have
to nominate a third full member of the Board to the Arbitration Court.
The members of the Arbitration Court cannot belong to any authority - with the exception
of the General Meeting – whose function is an issue of the dispute.
The Arbitration Court reaches its decision after granting both parties a hearing
in the presence of all its members with simple majority. It decides according to
better judgement and conscience. Its decision is absolute within ESTES.
Article 22 Court of Justice
The Court of Justice for ESTES is located in Bruxelles (Brussels). In all ESTES’
agenda European and Belgian law is to applied.
Article 23 Interior regulations
Interior regulations may be proposed by the Board and approved by the General Assembly.
Interior regulations deal with details not written in the bylaws, especially those
concerning intern administration of the society.
Article 24 Funding
The funding of ESTES originates in:
Membership fees;
Grants from the European Union, States, Regions, Districts and Cities;
Any legal resource.
3. COSTS
The costs for this creation amounts to five hundred Euro.
4. FIRST GENERAL MEETING APPOINTMENT OF DIRECTORS
The founders appoint with unanimity of votes during the first general meeting as
directors:
1/ Mr. LENNQUIST Sten…..
2/ Mr. TRENTZ Otmar…...
Their mandate is unpaid.
The appointed directors are present and declare that they accept their mandate.
DUTIES FOR DOCUMENTS (CODE FOR SEVERAL RIGHTS AND DUTIES).
The duty shall amount to fifty Euro.
CONFIRMATION OF THE IDENTITY
- The Notary confirms that the identity of the appearers was proven to him by means
of the abovementioned, duly certified identity documents.
The appearers allow their national registry number to be entered into the present
deed.
IN WITNESS WHEREOF
Done in Merksplas, on the date mentioned above. After the deed was read aloud and
explained in its entirety, the appearers have signed together with Me, Notary-Public.
