Constitution Amendments approved by General Assembly 2002

CONSTITUTION OF THE EUROPEAN ASSOCIATION FOR CARDIO-THORACIC SURGERY

Amendments (marked in red) approved by General Assembly 2002

Present wording

Suggested new wording

BY-LAWS:

Constitution

The Constitution consists of the following bylaws:

Article I Name

The name of this organisation shall be the European Association for Cardio-thoracic Surgery.

Article II Language

The official language of the Association shall be English.

Article III Objects

Article III Objectives

The objects of the Association shall be:

To advance education in the field of cardio-thoracic surgery;

To promote for the public benefit research into 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 European Surgeons and others who are substantially involved in the practice of cardiac and/or thoracic surgery;

To hold scientific meetings, and to sponsor a journal for the publication of scientific papers, presented at such meetings, and other suitable articles;

To encourage the exchange of cardio-thoracic surgeons;

To provide appropriate professional advice to European authorities on matters concerning cardio-thoracic surgery;

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 or required by law;

For the purpose of rendering more efficient and effective the 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.

The objects of the Association shall be:

To advance education in the field of cardio-thoracic surgery;

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 associate European Surgeons and others who are substantially involved in the practice of cardio-thoracic surgery;

To hold scientific meetings, and to sponsor a journal for the publication of scientific papers, presented at such meetings, and other suitable articles;

To encourage the exchange of cardio-thoracic surgeons;

To provide appropriate professional advice to European authorities on matters concerning cardio-thoracic surgery;

Article IV Membership

Section 1.There shall be six categories of membership: Honorary, Senior, Active, International, Junior and Associate. Admission to membership is by election. Only Active and Senior members shall have the privilege of voting, or holding office.

Section 1.There shall be six categories of membership: Honorary, Senior, Active, International, Junior and Associate. Admission to membership is by election. Only Active and Senior Members shall have the privilege of voting, or holding office.

Section 2. 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 3. Senior Membership. Every Active Member at the age of 65 years (or at the age of retirement) shall automatically become a Senior Member.

(Nb! – in the suggested new version the orders of Sections 3, 4, 4a, 4b, and 4c have been changed and renumbered)

Section 3. Active Membership. A candidate to be eligible for Active Membership must be a citizen of one of the European countries, unless in unusual cases his citizenship requirement shall have been waived by the Council.Active Membership shall be confined to those surgeons whose practice is entirely or substantially concerned with cardio-thoracic surgery and have fulfilled the membership requirements.

Section 4. Active Membership. A candidate to be eligible for Active Membership must be a citizen of one of the European countries, unless in unusual cases his citizenship requirement shall have been waived by the Council.

Section 4. Senior Membership. Every Active Member at the age of 65 years (or who retire from active practice at an earlier age) shall automatically become a Senior Member.

Section 4a. Associate Membership. Associate Membership shall be accorded to physicians and scientists who made major contribution to the filed of cardio-thoracic surgery, but themselves do not actively practice surgery.

Section 5. International Membership of the Association shall be accorded to non-European surgeons whose practice is entirely or substantially concerned with cardiac and/or thoracic surgery, and who have achieved distinction in their field.

Section 4b. International Membership. International membership of the Association shall be accorded to non-European surgeons whose practice is entirely or substantially concerned with cardiac and/or thoracic surgery, and who have achieved distinction in their field.

Section 6. Junior Membership shall be accorded to European or non-European junior surgeons in training in cardiac and/or thoracic surgery. Junior Membership cannot be held for more than five years. Junior Members do not have the right to vote.

Section 4c. Junior Membership shall be accorded to European or non-European junior surgeons in training in cardiac and/or thoracic surgery. Junior membership can not be held for more than five years.

Section 7. Associate Membership shall be accorded to physicians and scientists who made major contribution to the filed of cardio-thoracic surgery, but themselves do not actively practice surgery.

Section 5. The Active Membership of the Association shall be accorded to those surgeons whose practice is entirely or substantially concerned with cardiac and/or thoracic surgery, and who have achieved distinction in their field.

(Section 5 in the current Constitution is replaced by new Section 3)

Section 6. Candidates for membership in this Association must be formally nominated and seconded, in an approved manner, by not less than three Active or Senior Members. Such nomination must have been in the hands of the Membership Committee for not less than four months, and the name of the candidate must have been distributed to all members of the Association before final action may be taken or any new candidate for election to Active, International or Junior Membership. Provided the foregoing requirements have been met and the candidates have been approved by the Membership Committee and by the Council, their names shall be presented to the Association at a regularly convened Annual Meeting for final action. A three-fourths vote of those present and voting shall be required to elect a member.

Section 8. Candidates for membership in this Association must be formally nominated and seconded, in an approved manner, by not less than three Members other than Juniors. Such nomination must reach the Membership Committeeat least four months before the General Assembly. The names of the Candidates must be circulated to all Members of the Association prior to final action being taken by the Committee

on any Candidate for election to Active, International, or Junior Membership. Any comment on the suitability of a Candidate should be addressed to the Chairperson of the Membership Committee in writing Provided the foregoing requirements have been met and the candidates have been approved by the Membership Committee and by the Council, their names shall be presented to the Association at a regularly convened Annual Meeting for final action. A three-fourths vote of those present and voting shall be required to elect a Member.

Section 7.Notice of Election of Candidates. At least one month prior to the date of the Annual Meeting of the Association the Secretary shall furnish to each Active and Senior Member a list of the candidates whose applications have been favourably acted upon by the Membership Committee.

Section 9. Notice of Election of Candidates. At least one month prior to the date of the Annual Meeting of the Association the Secretary General shall furnish to all Members a list of the candidates whose applications have been approved by the Membership Committee.

Section 8. Application Form. The form of application for Active or Associate Membership shall be furnished by the Secretary General accompanied by a citation of the By-Laws setting forth the objectives of the Association and eligibility requirements for election to membership.

Section 10. Application Form. The form of application for any new candidate for election shall be furnished by the Secretary General accompanied by a citation of the Constitution setting forth the objectives of the Association and eligibility requirements for election to membership.

Section 9.Notice of Election to Active, International, Junior and Associate Membership. Every newly elected Member shall be furnished by the Secretary with an official notice of this election, a copy of the By-Laws and a Certificate of Membership signed by the President and the Secretary and bearing the seal of the Association.

Section 11. Notice of Election to all Members. Every newly elected Member shall be furnished by the Secretary General with an official notice of this election, a copy of the Constitution and a Certificate of Membership signed by the President and the Secretary General and bearing the seal of the Association.

Section 10. The report of the Membership Committee shall be rendered at each Annual Meeting of the Association.

Section 12. The report of the Membership Committee shall be submitted at each Annual Meeting of the Association.

Section 11.Any Member may voluntarily resign from membership. The Council acting as Board of Censors, may recommend the expulsion of a Member on the grounds of professional or ethical misconduct, and submit his name, together with the grounds of complaint, to the Association as a whole at any of the regularly convened meetings, after giving such a Member ample opportunity to appear on his own behalf.

Section 13. Any Member may voluntarily resign from membership. The Council acting as Board of Censors, may recommend the expulsion of a Member on the grounds of professional or ethical misconduct, and submit his name, together with the grounds of complaint, to the Association as a whole at any of the regularly convened meetings, after giving such a Member ample opportunity to appear on his own behalf.

Section 12. The Council shall recommend that any Active,

International, Junior or Associate Member whose dues are in arrears for two years, shall have his membership terminated. The Association expects that each member takes upon himself/herself to attend Annual Meetings and to publish in the European Journal of Cardio-thoracic Surgery.

Section 14. - The Council shall recommend that any Active, International, Junior or Associate Member whose dues are in arrears for two years, shall have his membership terminated. The Association expects that each Member takes upon himself to attend Annual Meetings and to publish in the European Journal of Cardio-thoracic Surgery.

Section 13. Reinstatement. A member whose membership has lapsed may apply for reinstatement by filing a written statement with the Council and addressed to the Secretary, within thirty days following the receipt of notice of such lapse of membership, stating the reasons why such membership should be reinstated and requesting reinstatement of such membership. Upon payment of his arrears a member may be reinstated by action of the Council. Written notice of such reinstatement shall be furnished to the member by the Secretary.

Section 15. Reinstatement. A Member whose membership has lapsed may apply for reinstatement by filing a written statement with the Council and addressed to the Secretary General, within thirty days following the receipt of notice of such lapse of membership, stating the reasons why such membership should be reinstated and requesting reinstatement of such membership. Upon payment of his arrears a Member may be reinstated by action of the Council. Written notice of such reinstatement shall be furnished to the Member by 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 President, Vice-President, Secretary General, Treasurer, Editor of the Journal of the Association and Information Officer and six (6) Councillors, referred to hereafter as Ordinary Councillors.

Section 1.The administrative governing body of the Association shall be called the Council and shall be composed of the President, the Vice-President, the Secretary General, the Treasurer, the Information Officer and the Editor of the Journal of the Association, and six (6) Councillors, referred to hereafter as Ordinary Councillors.

Section 2.The officers of the Association shall be the President, the Vice-President, the Secretary, the Treasurer, the Editor and the Information Officer. All officers must be Active Members of the Association. The officers of the Association constitute the Executive Committee. The said officers shall be ex-officio members of the Council of the Association.

Section 2. The officers of the Association shall be the President, the Vice-President, the Secretary General, the Treasurer, the Editor and the Information Officer. All officers and Councillors must be Active Members of the Association. The officers of the Association constitute the Executive Committee. The said officers shall be ex-officio members of the Council of the Association.

Section 3.A reasonable proportion of cardiac and thoracic Surgery should be reflected in the composition of the Council.

Section 3.A reasonable proportion of adult and pediatric cardiac and thoracic surgery should be reflected in the composition of the Council.

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

It may not alter the initiation fees or annual dues, or levy any general assessments against the membership, except that it may, in individual cases, waive annual dues or assessments;

It may not alter the initiation fees or annual dues, or levy any general assessments against the membership, except that it may, in individual cases, waive annual duesor assessments;

It may not change the Articles of Incorporation of By-Laws;

It may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article IV, Section 11;

It may neither elect new Members nor alter the status of existing Members, other than to apply the provisions of Article IV, Section 11 and Article V, Section 13.

It may not deplete the principal of the Endowment Fund.

Section 5.At the conclusions of the Annual Meeting, the retiring President shall automatically become a councillor for a one-year term of office.

Section 5. At the conclusions of the Annual Meeting, the retiring President shall automatically become a Councillor for a one-year term of office.

Section 6.The President, Vice-President, Secretary General, Treasurer and Information Officer shall be elected at the Annual Meeting of the Association and shall take office upon conclusion of the meeting. 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 unexpired term of an officer previously elected to such office. The Secretary General and the Treasurer shall be elected for a three-year term of office and may be re-elected indefinitely.

Section 6. The President, Vice-President, Secretary General, Treasurer and Information Officer shall be elected at the Annual Meeting of the Association and shall take office upon conclusion of the meeting. 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 unexpired term of an officer previously elected to such office. 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 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.

Section 8.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. The Vice-President shall be an ex-officio member of the Council.

Section 8. 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. The Vice-President shall be an ex-officio member of the Council.

Section 9.The Secretary General of the Association shall perform all duties customarily pertaining to the office of Secretary General. He shall serve as Secretary General of the Association, and as Secretary General of the Council. When deemed appropriate, an Active Member may be elected to serve as an understudy to the Secretary General in anticipation

of the latter's retirement from office. The Secretary General shall be an ex-officio member of the Council.

Section 9. The Secretary General of the Association shall perform all duties customarily pertaining to the office of Secretary General. He shall serve as Secretary Generalof the Association, and as Secretary General of the Council. An Active Member may be elected to serve as an understudy. The Secretary General shall be an ex-officio member of the Council.

Section 11. The Editor of the Association is an officer of the Association. He shall be appointed by the Council at its Annual Meeting; provided, however, that such appointment shall not become effective until approved by the Association at

the Annual Meeting of the Association. The Editor shall be appointed for a five-year term and may not be appointed to more than two successive terms. There shall be an overlap of at least one year with the next Editor. The Editor shall serve as the Editor of the official Journal and shall be ex-officio the Chairman of the Editorial Board and a member of the Council of the Association.

the Annual Meeting of the Association. The Editor shall be appointed for a five-year term and may be re-elected for one further term. An Active Member may be elected to serve as an understudy. The Editor shall serve as the Editor of the official Journal and shall be ex-officio the Chairman of the Editorial Board and a member of the Council of the Association.

Section 12. The Information Officer is an Officer of the Association. He shall be appointed by the Council; provided, however, that such appointment shall not become effective until approved by the Association at the Annual Meeting of the

Association. The Information Officer shall be appointed for a period of five years and may be re-appointed once. His duties include being Site Editor of the EACTS homepage on the CTSNet.

Section 12. The Information Officer shall perform all duties in the field of information technology which concern the Association. He shall be appointed by the Council; provided, however, that such appointment shall not become effective until approved by the Association at the Annual Meeting of the Association. The Information Officer shall be appointed for a period of three years and may be re-appointed once.

Section 13. 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 13. 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 14. Term of Office. The term of office of ordinary Councillors shall be three years. New Councillors shall be elected each year to serve three-year terms to replace the retiring members.

Section 14. Term of Office. The term of office of ordinary Councillors shall be three years. New Councillors shall be elected each year to serve three-year terms to replace the retiring Members.

Section 15. Nomination and Election. Candidates for officers and councillors will be placed in nomination by a Nominating Committee. Nominations for any office may be made from the floor. An affirmative vote by a majority of the Members present shall be required for election to office. Officers shall be

elected annually and will hold office from the termination of the meeting when their successors will be elected with two exceptions: (1) the successor to the Secretary General 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 (2) the Editor shall serve as indicated in the Constitution.

Section 15. Nomination and Election. Candidates for officers and councillors will be placed in nomination by the Nominating Committee. Nominations for any office may be made from the floor. An affirmative vote by a majority of the Members present shall be required for election to office. Officers shall be

Section 16. Duties of the Council. The Council shall have 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.

Article VI - Committees

Article VI – Committees

Section 1. The Council is empowered to appoint a Membership Committee, a Programme Committee, a Training Committee, Development and other such Committees as may in its opinion be necessary or desirable. All such Committees shall render their report at an Executive Session of the Association, except that no ad-hoc Committee need report unless so directed by the Council.

render their reports to the Council.

Section 2. The Membership Committee shall consist of seven Active or Senior Members each representing a different European Country, with the highest number of active membership. The number of members serving on the Membership Committee may be increased by when required. The duties of the Membership Committee are to investigate all candidates for membership in the Association and to report its findings as expeditiously as possible to the Council through the Secretary General of the Association. This Committee is also charged with searching the literature of this and other countries to the end that proper candidates may be presented to the

Association for consideration. Appointment to this Committee shall be for a period of one year and the members may be re-appointed to succeed themselves for two more terms. This Committee is also charged with maintaining a record of

membership attendance and participation in the scientific programmes, the record is made available to the Secretary General.