WSACS Constitution
The Abdominal Compartment Society
aka
World Society of Abdominal Compartment Syndrome
World Society of the Abdominal Compartment Syndrome
WSACS
Dreef 1
3360 Lovenjoel
O R I G I N A L S T A T U T E S – C O N S T I T U T I O N
The undersigned:
Malbrain Manu, Dreef 1, 3360 Lovenjoel
Hilde Dits, Lintse Heide 81 2570 Duffel
Schoonheydt Karen, Schrans Beekstraat 25, 2800 Mechelen
declare this Act a non-profit organization to establish under the Act of June 27, 1921, as amended by the Act of May 2, 2002, which grants legal personality to the non-profit, international non-profit associations and foundations, which they Association as follows assemblies:
TITLE I: NAME – REGISTERED OFFICE – PURPOSE – DURATION
ARTICLE 1
The association bears the name:
– World Society of Abdominal Compartment Syndrome in Dutch
– World Society of the Abdominal Compartment Syndrome in English
abbreviated: WSACS
ARTICLE 2
The headquarters of the association is established in Dreef 1, 3360 Lovenjoel and subordination of the judicial district of Leuven.
He can only be moved by the general meeting provided that they also observe the rules as required for a statute change and described in these articles.
ARTICLE 3
The association aims to bring together world specialists involved in treating critically ill patients with intra-abdominal hypertension (IAH) or abdominal compartment syndrome (ACS), and the highest quality of patient care, training of medical and paramedical personnel, and organization of scientific research on IAH and ACS to seek and follow.
The activities which it seeks to achieve this goal are:
– Organizing an international forum through the Internet (www.wsacs.org);
– Organizing a biennial World Congress on the abdominal compartment syndrome (WCACS) with renowned international speakers (www.conventionhouse.com/ACS2004);
– Organizing an international training program and continuing education for medical and paramedical personnel;
– Publishing a reference book / book on the ACP;
– The distribution of a newsletter via internet and by correspondence to all members and groups;
– Publishing articles on IAH and ACS;
– Developing new techniques in the prevention, monitoring and treatment of IAH and ACS.
It may also all activities that aim to promote. It may in that sense, but only incidentally, trade acts up, only to the extent the proceeds thereof paid to the purpose for which it was created.
ARTICLE 4
The association is established for an indefinite duration, but may at any time be dissolved.
TITLE II: MEMBERS
ARTICLE 5
The number of members is unlimited, but at least three amounts. The company founders are the first full members. The association can effectively and acceded members. The fullness of membership, including voting rights at the general meeting, only to full members. Effective members are those who set up these articles and make those whose name is listed in the membership register at the headquarters of the association is recorded and a copy of which, under Art. 26 h, § 1, 3 ° of the current legislation is lodged at the court. Changes in the composition of the association, a copy of the register of members shall be deposited within one month of the anniversary of the filing of the Statute. The statutory provisions are only applicable to full members. Joined members are connected only to enjoy the activities of the association. They have no voting rights at the general meeting. The rights and obligations of the joined members are registered in a household rules.
ARTICLE 6
As a member may join the association, any natural person or legal entity designated by the general assembly as such is accepted and this proposal of the Board of Directors. The request for admission of a candidate member shall be in writing or on-line on the website will be submitted to the Chairman of the Board of Directors. The term ‘member’ in this statute expressly refers to the actual members.
The physicians licensed by the approved institution of their country, effective members.
ARTICLE 7
The Board of Directors may, by her determination, other persons as honorary members, protected members, supportive or advisory members to the association permit. These are considered acceded members. Their rights and obligations specified in the rules.
Honorary members are members of the (para) medical professional with recognized superiority and exceptional people outside the medical profession which the association wishes to worship. Recommendations for honorary member by the President should be done and approved by the Board of Directors.
ARTICLE 8
The maximum member contribution is 25 EUR.
ARTICLE 9
Any member may at any time from the association act. The resignation by letter or by e-mail to Board of Directors may be made available.
Each member two years overdue membership fees to pay without a good reason to have them, will be excluded as a member after approval by the Board of Directors. Members will not be excluded for a period of three months vest is covered after the notice of the impending loss of membership was sent by post to his / her last known address.
ARTICLE 10
Resigning or excluded members and their successors have no part in the ability of the association, and therefore can never return or compensation for contributions made or input services recovered.
TITLE III: THE BOARD OF DIRECTORS
ARTICLE 11
The association is governed by a Board of at least three members, whether or not members of the association. If the general meeting only three members, the Board of Directors consists of only two people. In any case, the number of directors always lower than the number of members of the general meeting.
ARTICLE 12: Term of office of directors
The directors are appointed for an indefinite duration.
ARTICLE 13: Method of appointment and remuneration of directors
The directors are appointed by the general meeting by simple majority, irrespective of the number of present and / or represented members. The directors shall exercise their mandate be free of charge. The documents concerning the appointment of directors must be filed at the registry of the court and shall have thirty days after the filing (for extract) published in the annexes to the Belgian Official Gazette.
ARTICLE 14: Termination of office and dismissal of directors
The mandate of the directors terminated by dismissal by the General Assembly, by resignation, following the expiry of the mandate (if applicable), by death or in case of legal incapacity.
The deposition by the General Assembly decides by a simple majority of the number of present and / or represented members. It should be explicitly mentioned on the agenda of the General Assembly.
A driver who voluntarily resigns, it must disclose in writing to the Board of Directors. The resignation immediately unless this dismissal the minimum number of drivers under the statutory minimum is decreased. In this case, the Board of Directors within two months the general meeting, in which the replacement of the director shall provide for him and them in writing will.
The documents concerning the termination of office and appointment of directors must be filed at the registry of the court and shall have thirty days after the filing (for extract) published in the annexes to the Belgian Official Gazette.
ARTICLE 15: Powers of the directors.
The Board of Directors directs the affairs of the association and represents it in and out of court. He is responsible for all matters, except those expressly authorized by the Act to the General Assembly are reserved. He acts as plaintiff and defendant, in all legal proceedings and decide on whether to use of remedies.
The Board of Directors appoints and dismisses members of staff and determine their remuneration.
The Board exercises its powers as a college.
The Board of Directors may only decide if the majority of the directors present. Decisions are taken by simple majority. In the event of a tie, the vote of the chairman or the voice of those who shall replace him.
ARTICLE 16
The Board of Directors shall be convened by the Chairman or by two directors.
The meetings of the Board of Directors chaired by the Chairman. If they prevent or absent, the meeting chaired by the oldest member present.
ARTICLE 17
Minutes of each meeting shall be made, signed by the President and Secretary and entered in a register. The extracts to be produced and all the other instruments are duly signed by the President and Secretary. In the absence of them, two other directors to sign such documents valid.
ARTICLE 18
The Board shall issue any administrative regulations that he considers necessary and useful.
The Board of Directors may, if it considers this necessary, a deputy-director or directors appointed by the Executive Board is responsible. This provides the current business and daily correspondence and draw valid on behalf of the association’s Board of Postal Checks, public and private banking institutions and all other institutions.
ARTICLE 19
Directors on behalf of the partnership, should third parties not shown by any decision or any authorization.
ARTICLE 20: Persons authorized to represent the association, in accordance with Art. 13, 4th paragraph, W. VZW
The Board of Directors may delegate his powers and duties for certain acts on its responsibility to one of the directors or another person, whether or not a member of the association. The Board of Directors may from its directors a president, a secretary, a treasurer and any function for the proper functioning of the association is necessary to choose.
Their appointment is made by the Board of Directors by a simple majority, decides that this is valid if the majority of the directors present.
The termination of this office authorized persons may be
a) on a voluntary basis by the agent itself by a written resignation to the Board of Directors
b) by deposition by the Board of Directors by a simple majority decides that this is valid if the majority of the directors present. The decision to do by the Board of Directors must, however, within seven calendar days by registered letter to the knowledge of the subject.
The documents concerning the termination of office and the appointment of persons authorized to represent the association must be deposited at the registry of the court and shall within thirty days after the filing (for extract) published in the annexes to the Belgian Gazette.
The proxies will exercise their powers individually or collectively.
ARTICLE 21: Persons responsible for the daily management of the association, in accordance with Art. 13a, 1st paragraph, W. VZW
The Board of Directors may appoint an executive.
Their appointment is made by the Board of Directors by a simple majority, decides that this is valid if the majority of the directors present.
The termination of office of the Executive Board may be:
a) on a voluntary basis by a member of the Executive Board itself by a written resignation to the Board of Directors
b) by deposition by the Board of Directors by a simple majority decides that this is valid if the majority of the directors present. The decision to do by the Board of Directors must, however, within seven calendar days by registered letter to the knowledge of the subject.
The documents concerning the termination of office and the appointment of persons of the Executive Board must be deposited at the registry of the court and shall within thirty days after the filing statement to be published in the annexes to the Belgian Official Gazette.
The decisions taken by the Executive Board, which meets as a class, are always in collegial consultation.
TITLE IV: GENERAL ASSEMBLY
ARTICLE 22
The Assembly is composed of all active members and is chaired by the Chairman of the Board of Directors, or by the oldest member present.
A member may, however, by another member in the Assembly to represent them. A member may, however, only one other member (except after approval by the Chairman of the Board of Directors). Each member has only one vote at the general meeting.
The honorary members may attend the meeting in an advisory capacity.
ARTICLE 23
The general meeting is responsible for:
– Changing the statutes,
– The appointment and dismissal of directors,
– The appointment and dismissal of the auditors and determining their salary if a salary is granted,
– The discharge to the directors and commissioners,
– Approve the budget and the bill
– The voluntary dissolution of the association,
– The appointment and the exclusion of a member of the association,
– The conversion of the association in a company with a social purpose,
– All cases in which these statutes require.
ARTICLE 24
The general meeting is validly convened by the Board of Directors or the President whenever the purpose of the association so requires.
They should at least once a year, convened to approve the accounts of the past year and the budget for the coming year.
ARTICLE 25
The general meeting shall be held within six months after the end of the year.
The general meetings will be English.
Each question will normally be made up by the hand. On the advice of the chairman or at the request of an effective member can carry out an oral vote or use a written letter choose.
ARTICLE 26
The Board is also required the General Assembly to convene when 1 / 5 of full members, a request to the Board of Directors and by registered letter in which the treatment agenda sections below. In this case, the Board requires the General Assembly to convene within 15 working days with details on the agenda of the requested items.
ARTICLE 27
The notices convening the general meeting to be valid, signed by the chairman or two directors. All active members must be called by ordinary mail, fax or electronic mail, by registered letter or any other means of communication at least eight working days before the meeting.
ARTICLE 28
The notice letter, which place, date and hour of the meeting records, the agenda, which is determined by the Board of Directors. Each issue is written by 1 / 20 of the active members must also be listed on the agenda. It should of course by the 1 / 20 of the members signed, and at least two working days before the meeting the Chairman of the Board of Directors are given. Matters not on the agenda, may in no circumstances be treated.
ARTICLE 29
In ordinary cases, the decisions taken by a simple majority of those present and represented votes. In the event of a tie is decided by the vote of the President or those who at that time, the meeting chairman.
The decisions of the Assembly will be notified to all members via a newsletter which will be sent by electronic mail.
ARTICLE 30: amendment
Amending the statutes can only be decided if the change in detail on the agenda, and if 2 / 3 of full members present or represented. If this number does not reach half meeting may be convened as provided by these statutes, and that this meeting is a valid decision will be taken, regardless of the number of attendees. This second meeting may not be within 15 calendar days following the first meeting be held. For each amendment is a majority of 2 / 3 of the votes present or represented, at the second general meeting. Amending the purpose of the association may by a majority of 4 / 5 of votes are decided.
Of each amendment, the changes and fully coordinated association after the amendment filed in the registry of the court. Within 30 days after filing the change (to extract) to be published in the annexes to the Belgian Official Gazette.
ARTICLE 31
For the voluntary dissolution of the association, the same rules as those described for changing the purpose of the association requires.
ARTICLE 32
A majority of 2 / 3 of votes is required for the disqualification of a member. To the exclusion of a member, this point also on the agenda and should be invited to join in its defense needs.
ARTICLE 33
Minutes of each meeting shall be made, signed by the President and the Secretary and included in a special register. This register is available on the headquarters of the association members and interested parties be consulted. Excerpts are duly signed by the President and the Secretary or by two directors and in the absence of these two members of the general meeting.
TITLE V: ACCOUNTS AND BUDGETS
ARTICLE 34
The financial year of the association runs from July 1 to June 30.
The Board of Directors closed the accounts for the past year and prepare the budget for the coming year. Both are subject to approval by the general meeting to be held within six months after the end of the year.
TITLE VI: DISSOLUTION AND LIQUIDATION
ARTICLE 35
Except in case of judicial dissolution and termination of right to a general meeting decide to dissolve if 2 / 3 of the members in general meeting or represented and also a 4 / 5 majority agreement to voluntarily dissolve the association. The proposed voluntary dissolution of the association must be explicitly on the agenda of the meeting mentioned.
No 2 / 3 of the members of that general meeting or represented, then half general meeting convened valid succeed regardless of the number of members present or represented but if a 4 / 5 majority agreement is found for the association to voluntarily dissolve .
In case of voluntary dissolution appoints the general meeting, or failing that, the court, one or more liquidators. It also provides their jurisdiction and the settlement terms.
They will, after discharging the liabilities are transferred to an association with an interest-free and similar objective (for example: doctors without borders).
Of the dissolution, the dissolution decision, the appointment and termination of office of the liquidators filed at the registry of the court. Within 30 days after filing this termination decision, the appointment and termination of office of the liquidators to extract to be published in the annexes to the Belgian Official Gazette.
ARTICLE 36
For everything in these articles does not require or regulated, the Act of June 27, 1921 as amended by the Act of May 2, 2002 applicable.
Thus drawn up and adopted at the founding meeting of ………..
To Lovenjoel,
Malbrain Manu
Hilde Dits
Schoonheydt Karen
World Society of Abdominal Compartment Syndrome
World Society of the Abdominal Compartment Syndrome
WSACS
Dreef 1
3360 Lovenjoel
ACT CONCERNING THE BOARD OF DIRECTORS TO CREATION
The general meeting has appointed directors:
Malbrain Manu, Dreef 1, 3360 Lovenjoel, born 25/12/1965, in Dendermonde
Michael Sugrue, ………., ………., born 08/12/1958, in Galway (Ireland)
Cheatman Michael, ………., ………., born 13/11/1962, in Kansas City (USA)
This is also the current composition of the board of directors.
The Board of Directors exercises its mandate as a body, but may have certain powers under its responsibility to one or more agents.
The board represents the association in all judicial and extrajudicial documents and also has all the powers which are not by law or by these bylaws to the general meeting shall be granted and on condition that his decisions are within the budget which was approved by the General meeting.
The Board appoints itself each function assigned to the proper functioning of the association deems necessary.
Lovenjoel on ……….
Malbrain Manu
President
World Society of Abdominal Compartment Syndrome
World Society of the Abdominal Compartment Syndrome
WSACS
Drove 1
3360 Lovenjoel
ACT ON THE PERSONS AUTHORIZED TO
THE ASSOCIATION TO REPRESENT
The Board of Directors among its members following functions and appointed to that post:
President: Malbrain Manu, Dreef 1, 3360 Lovenjoel, born 25/12/1965, in Dendermonde
For all administrative duties, the President and / or Secretary and unlimited individual proxy.
For all financial obligations, the President and / or treasurer and unlimited individual mandate an amount of 2,500 EUR. Above this amount, their combined signature or the joint signatures of two directors is required.
Lovenjoel on ……….
Malbrain Manu
President