Constitution

Article I - Name

The name of this organisation shall be the European Association of Cardio-Thoracic Surgery

Article II - Language

The official language of the Association shall be English.

Article III - Objectives

The objectives of the Association shall be:

  • * To advance education in the field of cardiac, thoracic and vascular interventions.
  • * To promote for the public benefit research into cardiovascular and thoracic physiology, pathology and therapy and to correlate and disseminate the useful results thereof. In furtherance of the objects but not otherwise the Council may exercise the following powers:
  • * To amalgamate with any Charitable Companies, Institutions, Societies, Associations or Bodies having Objects altogether or in part similar to the Objects of the Association or any of them and which by their Constitution prohibit the distribution of their income and property among their Members;
  • * To associate all medical and non-medical staff involved in all aspects of cardiac, thoracic and vascular interventions.
  • * To hold scientific meetings, and to sponsor journals for the publication of scientific papers, presented at such meetings, and other suitable articles;
  • * To encourage the exchange of medical and non-medicalstaff involved in cardiac, thoracic and vascular interventions.
  • * To provide appropriate professional advice to European authorities on matters concerning cardiac, thoracic and vascular interventions;
  • * To invest the monies of the Association not immediately required for its purposes in or upon such investments, security or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed orrequired by law;
  • * For the purpose of rendering more efficient and effectivethe objects of the Association, but not otherwise, and subject to such conditions (if any) as may for the time being be imposed or required by law to invest money in any other Company or Companies. Any residual profits in any such Company or Companies are to be gifted to the Association by way of a Deed of Covenant.

 

Article IV - Membership

Section 1. There shall be two categories of Membership: Member and Honorary Member. Honorary Membership shall be reserved for such distinguished persons as may be deemed worthy of this honour by the Council with the concurrence of the Association.

Section 2. Membership shall be accorded to all medical and non-medical professionals involved directly or indirectly in cardiac, thoracic or vascular interventions and who have fulfilled the Membership requirements. All Members shall have voting rights.

Section 3. It is the prerogative of Council to define the application process and to make reciprocal agreements concerning membership with other scientific organisations. Admission to Membership is by election atthe General Assembly. Temporary membership can be granted, pending approval by the General Assembly. A three-fourths vote of those present and voting shall be required to elect a member.

Section 4. Membership dues and the process of billing are defined by Council.

Section 5. Any Member may voluntarily resign from Membership. The Council acting as Board of Censors, may remove a Member on the grounds of professional orethical misconduct, after giving such a Member ample opportunity to appear and or appeal on his own behalf. Any Member whose dues are in arrears for two years willhave his Membership terminated. Upon payment of his arrears a Member may be reinstated by simple action of the Secretary General.

Article V - The Council and Officers

Section 1. The administrative governing body of the Association shall be called the Council and shall be composed of Officers and Councillors. The Council shall not exceed fifteen members. All Council members must be members of the Association.

Section 2. The Officers of the Association, constituting the Executive Committee, are the President, the Vice-President, the Secretary General, the Treasurer and the Editor of the Journals of the Association.

Section 3. Councillors have specific commitments. The Chairs of the Domain Committees represent their respective Domain. One Councillor will be non-European. One Councillor represents the medical professionals still in training. One Councillor is the Past President. Additional Councillors can be nominated on the basis of specific expertise. It is impossible to cumulate an Officer and a Councillor position.

Section 4. The Council shall have full power to manage and act on all affairs of the Association according to the Constitution, except as follows:

  • * It may not change the Articles of the Constitution
  • * It may not deplete the principal of the Endowment Fund

 

Section 5. The President, Vice-President, Secretary General, Editor, Treasurer and the Councillors shall be elected at the Annual Meeting of the Association and shall take office upon conclusion of the meeting.

Section 6. The President and the Vice-President shall be elected for a one-year term of office and neither may be re-elected to succeed himself in the same office, unless such officer is filling the un-expired term of an officer previously elected to such office. The Editor shall be appointed for a five-year term and may be re-elected for one further term. The Secretary General and the Treasurer shall be elected for a three-year term of office and may be re-elected for further two terms.

Section 7. The term of office of the Councillors shall be three years. A Councillor is allowed to serve another three year term if the Nominating Committee elects this Councillor to the position of Chair of a Domain. When required the Nominating Committee is empowered to give a mandate to serve up to three additional years to a Councillor with specific expertise. Unforeseen vacancies occurring among the Council Members shall be temporarily filled by the Council subject to approval of the Association at the next meeting of the Association.

Section 8. The President of the Association shall perform all duties customarily pertaining to the office of the President. He shall preside at all meetings of the Association and at all meetings of the Council. He shall be an ex-officio Member of the Council. He is an ex-officio member of any committee of the Association. At the conclusion of the Annual Meeting, the retiring President shall automatically become a Councillor for a one-year term of office.

Section 9. The Vice-President of the Association shall perform all duties customarily pertaining to the office of the Vice-President, both as to the Association and the Council. In the event of a vacancy occurring in the office of President, the Council shall advance the Vice-President to the Presidency and appoint a new Vice-President.

Section 10. The Secretary General of the Association shall perform all duties customarily pertaining to the office of Secretary. A Member may be elected to serve as an understudy. The Secretary General is an ex-officio member of any committee of the Association.

Section 11. The Editor of the Association has full editorial, strategic and operational responsibility for all the scientific publications of the Association. A Member may be elected to serve as an understudy.

Section 12. The Treasurer of the Association shall perform all duties customarily pertaining to the office of Treasurer. He will report to Council and to the General Assembly.

Section 13. Candidates for Officers and Councillors will be placed in nomination by the Nominating Committee. The available positions will be publicly announced. An affirmative vote by a majority of the Members present at the General Assembly shall be required for election to office. Officers will hold office from the termination of the Annual Meeting wherein they are elected with two exceptions: the successor to the Secretary General and the successor to the Editor will be elected at the Annual Meeting one year in advance of his assumption of duties, to serve as an interim assistant to the outgoing Secretary General and Editor.

Section 14. Duties of the Council. The Council shall define the strategy of the Association. The Council has charge of the property and financial affairs of the Association. It shall perform such other duties as are customary or as may be prescribed in the By-Laws. An affirmative vote of a majority of the Council is required to pass all measures set before it. The Council Members present and voting shall constitute a quorum, provided that in no event shall a quorum consist of less than one half of the entire Council. In case of a tied vote the President shall have the casting vote.

Article VI - Committees

Section 1. The Council is empowered to create Domains and other such Committees as may in its opinion be necessary or desirable. All such Committees shall render their reports to the Council. Appointment to Domains and Committees shall be for a period of three years.

Section 2. The Programme Committee shall consist of the President, the Vice-President, the Secretary General, the Editor, the Chairs of the different Domain Committees (all ex officio) and in addition members with a term of office of maximum three years, chosen by Council. The Programme Committee composes the content of the scientific programme of the Annual Meeting, guided by the Domain Committees.

Section 3. The Nominating Committee shall consist of the five immediate Past Presidents of the Association. The most senior, by year of presidency, of the Past Presidents shall serve as Chair. This Committee prepares the nominations for Officers and Councillors upon instruction from the Council, as to the vacancies which are to be filled by election. These vacancies will be made public in due time. Any Member of the Association may propose to the Nominating Committee a Candidate, for nomination as a Councillor or Officer. Such a proposal should be made in writing to the Chair of the Nomination Committee, according to a process defined by Council at the time of announcement of the vacancy. The Nominating Committee shall report to the Council at least one month prior to the Annual Meeting and shall present its report at the Annual Meeting.

Section 4. The Editorial Committee shall be appointed by the Editor, subject only to the approval of the Council. The Editorial Committee should, however, consist of fair representation of the different Domains, as defined by Council. The Editor shall be the Chair of this Editorial Committee and shall be privileged to appoint and re-appoint Members and non-members of the Association to meet the editorial requirements of the Association. The Editor is empowered to appoint Editorial Consultants at his discretion.

Section 5. A Domain Committee covers a sphere of knowledge in a specific area of cardiac, thoracic or vascular interventions. The task of the Domain Committee includes but is not limited to the creation and transfer of knowledge. An Organisational Committee facilitates the functioning of the Domain Committees by bringing highly specific expertise or can have other tasks, as defined by Council.

Section 6. The term of Chair of a Domain or Organisational Committee is three years.

Article VII - Finances

Section 1. The fiscal year of the Association shall begin on the first day of April and end on the last day of March each year.

Section 2. Members shall contribute to the financial maintenance of the Association through annual dues. The amount of the annual dues shall be determined by the Council.

Section 3. The Council is responsible for the proper management of all financial resources, including investing the financial reserves of the Association not immediately required for its purposes in or upon such investments, security or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by the Charity Act.

Section 4. The income from the Designated Fund shall be expended as the Council directs.

Section 5. The principal of the Designated Fund may be withdrawn, in whole or in part, under the following conditions only; the amount of principal to be withdrawn shall have been approved by the Council; it shall have been approved by a majority of the Members present, and voting at a regularly convened Annual Meeting; it shall have been tabled for one year; it shall have been finally passed by a three-fourths vote of the Members present and voting at the next regularly convened Annual Meeting.

Section 6. The Council shall comply with their obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to:

a). The keeping of accounting records for the Charity;

b). The preparation of annual statements of account for the Charity;

c). The auditing or independent examination of the statements of account of the Charity;

d). The transmission of the statements of account of the Charity to the Charity Commissioners.

Section 7. The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Council in the name of the Charity at such bank as the Council shall from time to time decide. All payments drawn on the account must be signed by at least one Member of the Council and one senior staff Member. Signatories are to be listed for each year.

Section 8. The funds belonging to the Charity shall be applied only in furthering the objectives.

Section 9. There shall be a yearly audit by an external auditing company.

Article VIII - Meetings

Section 1. The time, place, duration and procedure of the Annual Meeting of the Association shall be determined by the Council and the provisions of the Articles of the Constitution.

Section 2. Notice of all meetings (regular or special) of the Association shall be given to each Member of the Association no less than 30 days in advance. Such notice shall state the place, day and hour of the meeting and in the case of a Special Meeting shall also state the purpose or purposes for which the meeting is called.

Section 3. Attendance at Annual Meetings and participation in the scientific programmes shall be expected from all Members.

Section 4. Each Annual Meeting shall have at least one General Assembly.

Section 5. Except where otherwise required by law or the Articles of the Constitution, all decisions at a meeting of the Members shall require a majority vote of the Members present in person and voting.

  • Voting by proxy is not permitted

Section 6. There shall be a quorum when at least one tenth of the number of Members of the Association for the time being or thirty Members of the Association, whichever is the lesser, are present at any General or Special Meeting.

Section 7. While the scientific session of the Annual Meeting is held primarily for the benefit of the Members of the Association, it is open to non-members, who register in a specified manner, and who pay such registration fee as may be determined and published by the Council from year to year.

Section 8. There shall be an Annual Meeting of the Council held during the Annual Meeting of the Association. Additional meetings of the Council may be called as necessary by the President, with approval of the Executive Committee.

Section 9. Six (6) Members of the Council shall constitute a quorum for the conduct of business at any meeting of the Council, but a smaller number may adjourn any such meeting.

Article IX - Expenses

Section 1. The Association directed by the Council is empowered to indemnify any and all of its Councillors, Officers, or any person against expenses necessarily incurred by them in connection with the business of the Association. Other expenses related to secretarial and annual general meeting shall be dealt with by the Treasurer directed by the Council. Such expenses should be brought to the notice of the Association at the General Business Meeting.

Article X - Papers

Section 1. All papers read before the Association at the Annual Meeting shall become the property of the Association. Papers and manuscripts may not be under consideration for another Association or Journal. Authors shall leave their manuscripts with the Editor at the time of presentation, for publication in one of the official Journals of the Association.

Article XI - Initiation Fees and Dues

Section 1. Honorary Members of the Association are exempt from all initiation fees and dues.

Section 2. Annual dues for Members shall be decided by the Council and approved by the Association and shall include a year's subscription to the Journals of the Association.

Section 3. Bills for Membership dues and for subscriptions to the Journals of the Association will be mailed to Members by the Treasurer after the Annual Meeting.

Article XII- Filing documents with the Charity Commissioners for England and Wales

Section 1. The Council shall comply with their obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

Article XIII - Amendments

Alteration to this Constitution shall receive the assent of two-thirds of the Members present and voting at an Annual or a Special Meeting. A resolution for the alteration of the constitution must be received by the Secretary General of the Association at least 45 days before the meeting at which the resolution is to be brought forward. At least 30 days' notice of such meeting must be given by the Secretary General to the Membership and must include notice of the alteration proposed: Provided that no alteration to Article III, Article XIII or this clause, shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained; and no alteration shall be made which would have the effect of causing the Association to cease to be a charity in law.

Article XIV - Dissolution

The Association may be dissolved by a Resolution passed by a two-thirds majority of those present and voting at an Annual or Special General Meeting convened for the purpose of which 30 days' notice shall have been given to the Members. Such resolution may give instructions for the disposal of any assets, including the Restricted Fund, held by or in the name of the Association, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the Members of the Association but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the Association as the Association may determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.