Bylaws

BYLAWS
of
EUROPEAN SOCIETY FOR TRAUMA AND EMERGENCY SURGERY /
EUROPÄISCHE GESELLSCHAFT FÜR TRAUMA- UND AKUTCHIRURGIE

abbreviation: ESTES
ZVR: 1387789818

1. Name, registered office and general provisions
1.1. The name of the association is: “EUROPÄISCHE GESELLSCHAFT FÜR TRAUMA- UND AKUTCHIRURGIE / EUROPEAN SOCIETY FOR TRAUMA AND EMERGENCY SURGERY”, shortened “ESTES”.
1.2. The registered office of ESTES is located in St. Pölten, Austria.
1.3. ESTES is a non-profit making, scientific and educational organisation.
1.4. It aims to be active in all European countries, if necessary, also in other regions.
1.5. ESTES’ society year runs from the first of January until the thirty-first of December of each year.

2. Objectives and activities
2.1. The objectives of ESTES shall be to promote trauma and emergency surgery in general and to disseminate interest, knowledge, and quality in these fields.
2.2. ESTES endeavours to realise these objectives by such activities as the following:
2.2.1. Promoting training and continuing medical education in trauma surgery, emergency surgery, pre-hospital care, intensive care, rehabilitation, and areas related to these topics;
2.2.2. Establishing public relations to promote the aims of ESTES in general and its political influence in the above mentioned fields;
2.2.3. Application of protocols for using the best medical practice in diagnosis and treatment in trauma and emergency surgery;
2.2.4. Organizing academic meetings and practical courses on a regular basis;
2.2.5. Promoting contact and collaboration with other national and international organisations whose objectives are connected to trauma and emergency surgery;
2.2.6. Promoting clinical and basic research in these core subjects;
2.2.7. Stimulating and coordinating scientific research by applying fees, membership fees, incomes from events or club ventures, donations, collections, or other bequests;
2.2.8. Establishing Sections and Committees for important items;
2.3. The official organ of ESTES is the “European Journal of Trauma and Emergency Surgery”.

3. Structure/acquisition and termination of membership
3.1. Substantive requirements of membership:
3.1.1. Natural Persons („individual members“) as well as legal entities („institutional members“) can be members of ESTES.
3.1.2. Members are to be involved in the issues of trauma surgery, emergency surgery, pre-hospital care, rehabilitation, intensive care or in areas relating to the above.
3.2. Acquisition of membership:
3.2.1. Applications for membership are submitted to the administration office for the attention of the Executive Board, using the application form provided on the website of ESTES.
3.2.2. For individual membership, information is required on the actual position, address, phone number, e-mail and a short CV.
3.2.3. For institutional membership the society/entity has to include its bylaws and a file of its members (if applicable).
3.2.4. The General Assembly decides on the approval of individual or institutional membership. Membership becomes effective with resolution of the General Assembly.
3.3. Member’s rights and obligations:
3.3.1. Each member is obliged to furnish ESTES with his address and each change thereof in writing. All consequences of failing to furnish ESTES with his address and changes thereof are for the expense and risk of the member (society/entity).
3.3.2. 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. The membership fee is payable in full, even if membership starts or ends during a society year. The Executive Board is authorised to grant partial or full exemption from the requirement to pay a fee in special cases.
3.3.3. All members present have the right to vote at the General Assembly.
3.3.4. Only individual members are eligible to be office holders. Institutional members have the right to nominate a delegate to the Advisory Council and to add “member of ESTES” to their name. Members have the duty to promote ESTES’ activities and to support ESTES’ aims.
3.4. Membership shall terminate:
3.4.1. on the death or notice of termination of the member.
3.4.2. by exclusion in case of failure to pay the fee of two consecutive years despite two reminders, decided at the General Assembly after the end of this second year.
3.4.3. by notice of termination by ESTES in writing by the end of a society year and taking into consideration a notice period of four weeks. This may occur if the member (society/entity) has ceased to fulfil the requirements for membership as specified in the bylaws of the society, if it fails to meet his obligations in regard to ESTES, or without notice for good cause, especially if ESTES cannot be reasonably expected to permit the membership to continue.
3.4.4. by exclusion. This can – notwithstanding 3.4.2 – only be pronounced if the member (society/entity) acts in conflict with the bylaws of the society, standing rules or resolutions of ESTES, or puts ESTES at a disadvantage in an unreasonable manner. Exclusion from membership is decided at the General Assembly and announced in a formal letter to the member by the Executive Board.
3.4.5. by notice of termination by the member in writing by the end of a society year and taking into consideration a notice period of four weeks. In addition, a member (society/entity) may terminate their membership effective immediately a) within a month of the member being informed of a resolution to convert ESTES in a different legal entity or of plans for a merger or b) for good cause, especially if it cannot be reasonably expected of the member that it allows the membership to continue.
3.4.6. A termination neglecting the necessary notice period causes the membership to terminate at the earliest permissible time subsequent to the date as of which notice had been given.

4. General Assembly
4.1. The General Assembly is the „Mitgliederversammlung“ and has the rights and obligations as stipulated by law and bylaws. In ESTES the General Assembly especially holds the following authorisations:
4.1.1. The amendment of the bylaws
4.1.2. The approval of members
4.1.3. The appointment, dismissal and suspension of the members of the Executive Board
4.1.4. Granting discharge to the directors
4.1.5. Approving the revenue and expenditure account and the status of assets and liabilities as well as accepting the report by the financial committee
4.1.6. The dissolution of the society
4.1.7. Exclusion and suspension of members
4.2. The ordinary General Assembly shall take place annually according to the following provisions:
4.2.1. It shall be convoked by the Executive Board and has to take place within six weeks before the conclusion of ESTES’ society year at the latest.
4.2.2. At least six weeks before the meeting all members shall be informed of the date, time, location as well as the agenda.
4.2.3. Following subjects shall be among those addressed in the General Assembly:
4.2.3.1. the annual presidential report
4.2.3.2. the financial report controlled by the Financial Committee
4.2.3.3. the appointment of the Financial Committee for the subsequent society year (consisting of at least two members)
4.2.3.4. filling possible vacancies
4.2.3.5. proposals of the Board or the members announced at the convocation to the meeting
4.2.3.6. elections of members to the Executive Board
4.3. Extraordinary General Assembly:
4.3.1. The Executive Board is obliged, at the written request of at least one fifth of the total number of individual and institutional members, coming from at least five countries to convoke a General Assembly according to 4.2.2 within six weeks after the filing of the request. It has to take place within three months.
4.3.2. If the request according to 4.3.1 is not met, the members requesting may after this six weeks convoke a meeting themselves, determine the agenda and charge persons other than Executive Board members with the management and secretarial activities with regard to the meeting and the taking of minutes and to chair the General Assembly. It has to be convoked 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”. To make amendments to the bylaws of the society in a General Assembly convoked by members, a copy of that proposal, in which the proposed amendment(s) are literally stated, must be pronounced in the convocation and be placed 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.
4.3.3. An extraordinary General Assembly shall also take place as frequently as the Executive Board shall deem necessary.
4.3.4. The right of at least 10% of all members to request the convocation of a General Assembly by the Executive Board according to Sec 5 par 2 VerG shall remain unaffected. In this case 4.3.2 is not applicable.
4.4. Participation and voting right:
4.4.1. All members of ESTES are members of the General Assembly
4.4.2. Access is not open to suspended members and suspended Board members, with the understanding that suspended members do have access to a General Assembly at which the resolution regarding their suspension is addressed. Suspended members have no voting right, also regarding the decision about their suspension.
4.4.3. Each individual member has one vote.
4.4.4. The institutional members will be represented by their delegates. The number of votes of the institutional members depends on the number of their members, meaning the delegates hold one vote per each one hundred members in their society/entity, but have at least one vote (up to 100 members = 1 vote; 101 members = 2 votes; 201 members = 3 votes, etc.) with a maximum of ten votes. Natural persons, who are members of the institutional members, but are not individual members of ESTES, have no voting right.
4.4.5. Voting may not take place by correspondence or by written proxy.
4.5. Passing of resolutions:
4.5.1. 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. Blank votes are not considered.
4.5.2. A resolution to amend the bylaws of ESTES requires at least two-thirds of the votes cast at the General Assembly.
4.5.3. A quorum is not required.
4.5.4. In case of a tie in a vote between two persons, drawing lots will decide which of the two is chosen. In all other matters, the President shall decide.
4.5.5. All votes shall be cast by raising hands, 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.
4.5.6. One tenth of the total number of individual and institutional members, coming from five different countries, can submit proposals for the election of officers to the General Secretary at least two weeks before the election (date of delivery). Despite that, subjects and proposals have to be announced within the agenda six weeks in advance to facilitate effective adoption of resolutions, the day of convocation and the day of the meeting not included. The agenda and corresponding proposals are determined by the Executive Board, unless otherwise stipulated in the bylaws. If General Assemblies are convoked by members according to 4.3.2, proposals to amend the bylaws have to include a literally stated text proposal.
4.6. Chairman of the General Assembly:
4.6.1. The President or, in his absence, the Past President shall chair General Assemblies. In the absence of the President and the Past President one of the other Executive Board members, to be appointed by the Executive Board, shall act as chair. Should it also prove impossible to appoint a chair in this manner, the General Assembly itself shall assign a member to chair the meeting.
4.6.2. In case of a convokation by members according to 4.3.2, these members may appoint a Chairman.
4.7. Minutes:
4.7.1. With regard to that dealt with at each General Assembly, the General Secretary or another person appointed by the President to do so shall maintain minutes. Those members convoking the extraordinary Assembly according to 4.3.2 may apply for a protocol of the minutes written by a notary.
4.7.2. The minutes shall be adopted and signed by the President and the party taking minutes. The contents of the minutes or the protocol of the extraordinary General Assembly shall be sent to all members by e-mail within three months.

5. Representation
ESTES is beeing represented by
a. the Executive Board or
b. the President acting jointly with the Past-President or
c. the President acting jointly with the General Secretary

6. Executive Board
6.1. The Executive Board is the management body of ESTES, manages the society and has the rights and obligations as stipulated by law and the bylaws.
6.2. The Executive Board consists of:
6.2.1. President
6.2.2. Past-President
6.2.3. President Elect
6.2.4. Vice President
6.2.5. General Secretary
6.2.6. Treasurer
6.2.7. Chairman of the Advisory Council
6.2.8. Editor-in-Chief of the „European Journal of Trauma and Emergency Surgery”
6.2.9. Experts co-opted by the General Assembly according to 6.3.6.
6.3. Tenure of office, appointment and dismissal of Executive Board members:
6.3.1. The Editor-in-Chief of the „European Journal of Trauma and Emergency Surgery” is ex officio member of the Executive Board. All other Members of the Executive Board are elected by the General Assembly.
6.3.2. The President Elect automatically becomes President after the end of the current President’s term of office. The tenure of the President, as well as the President-Elect and the Past President, is one year. It ends (only) with the General Assembly following the assumption of office, or, if this General Assembly takes place within an annual congress, with the end of this congress. The election of the new President Elect by the General Assembly can already be executed within the General Assembly taking place together with this annual congress. The new President-Elect takes over office, as soon as its predecessor becomes President. Eligible for appointment as President Elect are individual members of ESTES, who are active practising surgeons. Re-election is not admissable.
6.3.3. After the tenure as President, the President automatically becomes Past-President.
6.3.4. Vice President and General Secretary are elected by the General Assembly for a three year tenure. It begins with the end of the General Assembly of their election and ends with the General Assembly, taking place in their third year of office, or, if these General Assemblies takes place within annual congresses, with the end of these congresses. They can be reelected once.
6.3.5. The Treasurer is elected by the General Assembly for three calender years and can be reappointed once. His tenure begins with the 1. January following its election.
6.3.6. Members with specific expertise, merit and excellence may be co-opted on to the Executive Board after election by the General Assembly. They have no right to vote within the Executive Board but will be encouraged to advise the Executive Board.
6.3.7. Each member of the Executive Board can at all times be suspended by the General Assembly.
6.3.8. Membership within the Executive Board ends
a. by dismissal
b. by end of ESTES membership
6.3.9. If the President drops out of office early, the tasks will be performed by the Past-President until the next General Assembly. If there is no Past-President or in the case of an early drop out of any other member of the Executive Board, the Executive Board decides which member of the Executive Board shall perform the tasks in question until the next General Assembly.
6.3.10. Should a function within the Executive Board still be vacant after the application of the provisions above, the General Assembly shall elect a member to the Executive Board.
6.4. Internal Organisation of the Executive Board:
6.4.1. The Executive Board is chaired by the President. The President manages ESTES internally in accordance with the bylaws. The Past President will manage ESTES if the President cannot be present. The President Elect will manage ESTES if the President and the Past President cannot be present.
6.4.2. The Vice President represents the Executive Board at the meetings of the Advisory Council. The Vice President is responsible for the relations between ESTES and commercial or industrial partners. The Vice President reviews the applications for individual and institutional membership in cooperation with the administrative office and prepares the list of applicants for voting at the General Assembly.
6.4.3. The General Secretary will implement the decisions of the Executive Board, is responsible for the day-to-day business of ESTES as well as secretarial affairs. 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.
6.4.4. The Treasurer is responsible for the financial affairs of ESTES. The Treasurer will submit an annual report to the Executive Board 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 records and for ensuring payment of fees on a regular (yearly) basis. The official currency of ESTES is Euro (€).
6.4.5. Meetings of the Executive Board shall be convoked by the President, in case of its permanent inability to act accordingly by any other member of the Executive Board. Members shall be invited in writing (e-mail sufficient). Decisions of the Executive Board are passed by unanimity of votes of all Executive Board members present . If unanimity cannot be achieved, the decision is postponed to the next Executive Board meeting. In this meeting, the majority of votes of all Executive Board members present will decide. The President will have a casting vote when a decision is hung. A quorum is not required.
6.5. The Executive Board is responsible for the implementation of the aims of ESTES and is especially responsible for the following tasks:
6.5.1. The Executive Board decides on approval of courses and congresses under the patronage of ESTES.
6.5.2. 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 cooperation with other journals involving the core subjects of ESTES.
6.5.3. The Executive Board is authorised, under its own responsibility, to have certain parts of its tasks carried out by other parties, which will be appointed by the Executive Board.
6.5.4. The Executive Board is authorised to pass resolutions with regard to entering into agreements of the acquisition, alienation and mortgaging of real property. These should be subsequently ratified by the General Assembly.
6.5.5. The Executive Board 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 Executive Board has to provide financial statements as stipulated by law within five months of the end of the association year.
6.5.6. The Executive Board shall present its annual financial report at the General Assembly. At that time the Executive Board shall present financial statements as stipulated by law, e.g. the balance sheet and the status of assets and liabilities, along with notes, for the approval of the General Assembly. The members of the Financial Committee shall sign these documents; should the signature of one or more of these members be absent, this will be noted with an explanation of the reason for the absence(s).
6.5.7. The Executive Board is responsible for proposing a President Elect to the General Assembly every year, as well as a General Secretary, a Vice President and a Treasurer every three years. The agenda of the General Assembly shall include the names of the proposed officers.

7. Advisory Council
7.1. The Advisory Council advises the Executive Board in all matters concerning the realization of the objectives of ESTES.
7.2. With the approval of the Executive Board, the Advisory Council and the Sections represented in it are authorized to start and supervise national or international initiatives, which support the realization of the objectives of ESTES.
7.3. The Advisory Council consists of:
7.3.1. the delegates of the institutional members;
7.3.2. The Chairmen of ESTES’ Sections and permanent committees according to 2.2.8;
7.3.3. the Chairman of the Advisory Council.
7.4. The delegates of the institutional members according to 7.3.1 are nominated by their societies/entities out of individual members of ESTES.
7.5. The Chairman of the Advisory Council is elected by the General Assembly for a tenure of three years and can be reappointed once. Its tenure begins with the end of the General Assembly of his election and ends with the General Assembly, taking place in the third year of office, or, if these General Assemblies takes place within annual congresses, with the end of these congresses. The Advisory Council is obliged to make a proposal for the election of its Chairman to the General Assembly. The agenda of the General Assembly shall include the name of the proposed officer.
7.6. Decisions by the Advisory Council shall be determined by the majority of votes cast. Only positive and negative votes will be considered when counting. Voting may take place only personally (no correspondence or written proxy). The Chairman of the Advisory Council will have a casting vote if a decision is hung.
7.7. The Vice President joins the meetings of the Advisory Council as a guest.
7.8. The Advisory Council meets the Executive Board at the annual congress.
7.9. Membership within the Advisory Council ends:
a. by dismissal by the General Assembly
b. by end of ESTES membership
c. for the delegate of any institutional member according to 7.3.1, if this institutional member ceases to be a member of ESTES.

8. Sections and Commitees
8.1. Sections and Committees according to 2.2.8 can be established by the Executive Board.
8.2. All individual members can sign up to be a member of a Section by a written demand to the Executive Board.
8.3. Members of Commitees are appointed or dismissed by the Executive Board for an indefinite period of time.
8.4. The Chairman as well as Vice Chairman of each Section or Committee are elected and dismissed by the majority of votes cast of the members of the respective Section or Committee.
8.5. Decisions within Sections and Commitees are passed by majority of votes cast.

9. Financial Committee
9.1. 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 Executive Board or Advisory Council.
9.2. This Financial Committee shall examine the financial documents and whether the funds are used as given in the bylaws within four months after the Executive Board has provided the necessary financial statements and deliver a signed report of its findings for submission to the Executive Board and the General Assembly.
9.3. The Executive 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.
9.4. The Financial Committee may be relieved of its tasks by the General Assembly, but only by the appointment of a different Financial Committee.
9.5. The Executive Board is obliged to store the financial documents for ten years.

10. Internal Regulations
10.1. Internal regulations may be set up by the Executive Board, the Advisory Council, the Sections and committees. Internal regulations deal with details not written in the bylaws, especially those concerning internal administration of the society.
10.2. Internal regulations proposed by the Advisory Council, the Sections and the permanent committees have to be approved by the Executive Board. Internal regulations set up by the Executive Board have to be approved by the General Assembly.

11. Internal Conciliation
11.1. An internal Conciliation Court will be appointed for the settlement of all disputes regarding ESTES’ affairs, which is not to be seen as an arbitration court according to §§ 577 ff of the Austrian Code of Civil Procedure.
11.2. The Conciliation Court is composed of three individual members of ESTES in such a way that the disputing party will name to the Executive Board in writing a member as conciliator. The other disputing party, on their part, will name a member of the Conciliation Court within fourteen days of the Executive Board’s written request. Having been notified by the Executive Board the two named conciliators have to nominate a third member of the association as conciliator and Chairman of the Conciliation Court within seven days. The members of the Conciliation Court cannot belong to any authority – with the exception of the General Assembly– whose function is an issue of the dispute.
11.3. The Conciliation Court reaches its decision after granting both parties a hearing in the presence of all its members with a simple majority. It decides according to better judgement and conscience. Its decision is absolute within ESTES.

12. Dissolution of ESTES / cessation of privileged objectives
12.1. ESTES can be (voluntarily) dissolved by resolution of the General Assembly. The Executive Board shall effect liquidation unless the General Assembly decides otherwise.
12.2. Should the occasion arise, any leftover capital should fall – also in case of cessation of privileged objectives – to a tax exempt charitable organisation, which has the same or similar charitable aims according to §§ 34 ff of the Austrian Federal Fiscal Code as this society, or to other charitable welfare purposes in the meaning of §§ 34 ff of the Austrian Federal Fiscal Code. All active members will be informed on this outcome.

13. Funding
13.1. The necessary funds of ESTES to achieve its aims originate from
13.1.1. membership fees
13.1.2. donations
13.1.3. Grants from the European Union, States, Regions, Districts and Cities
13.1.4. Income from academic meetings, events and practical courses
13.1.5. Any legal resource
13.2. Any leftover income of ESTES shall be used to achieve its aims.

14. Transitional provisions
14.1. This association is founded to facilitate the activities and aims of the current association “EUROPEAN SOCIETY FOR TRAUMA AND EMERGENCY SURGERY“ established under Belgian Laws via a new Austrian association. The Belgian association shall be dissolved. The founders are members of the Executive Board of the current Belgian association.
14.2. Hence, the association intends to affiliate all members of the current Belgian association as its own members. These members will be given the possibility to join this association by subscription to a list or other forms of declaration. Contrary to 3.2.4 above, the representatives according to 14.3 below shall decide on the – until formal establishment of the association also preliminary – admission of these members. Preliminary admissions become effective with formal establishment of the association.
14.3. Members of the Executive Board or Advisory Board of the current Belgian association, holding positions corresponding to 6.2 and 7.3 there, assume the position of the respective members of the Executive Board or Advisory Board of the association, as soon as they have been admitted as members (e.g. respectively acting President-Elect of the Belgian association will be President-Elect according to 6.2.3 after having become member of the association). Until the required number of members of the Executive Board have been admitted to be vested with power of representation according to 5, the association will be represented by the two founders.
14.4. Existing sections and committees of the current Belgian association will be deemed established in the association, as soon as all of their members and Chairmen have become members of the association.

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