|
Constitution
Revised edition as adopted by the General Assembly (Munich – September 13, 2010)
I - Name, Objectives and Membership of the Federation
Article 1
Under the name of “International Federation of Fertility Societies” (IFFS), hereinafter called “the Federation”, an association to be governed by this Constitution is hereby established in accordance with the laws of the USA. The Federation shall enjoy legal capacity and be incorporated in the USA.
Article 2
The objectives of the Federation shall be:
a. To stimulate basic and applied research and the dissemination of knowledge in all aspects of reproduction and fertility.
b. To stimulate the creation of societies for basic and applied work in the field of reproduction and fertility.
c. To contribute to the standardization of terminology and evaluation of diagnostic and therapeutic procedures in the field of reproduction.
d. To hold World Congresses at regular intervals. To promote, on request, regional or national congresses organized by affiliated societies. Where possible, to help co-ordinate the dates of conferences which are relevant to the field of reproduction.
e. To represent affiliated societies whenever joint scientific action is appropriate.
f. To establish and maintain relations with other organizations and to promote activities which further the objectives of the Federation.
g. To promote patient safety, high standards of care and evidence based practice that enhance patient care in the field of reproduction and fertility.
h. To increase knowledge in reproduction and fertility by promoting and organizing education and training in collaboration with member societies and other organizations.
Article 3
The duration of the Federation shall be unlimited. Its seat shall be established in the USA. The working language of the General Assembly, Board of Directors and Committees shall be English.
As English is the international scientific language, documents such as the constitution will not normally be available in other languages.
Article 4
The membership of the Federation shall include those societies who have stated an interest in the clinical and research aspects of reproduction and fertility. They must have a constitution which conforms with the objectives as specified in Article 2 of this Constitution. Furthermore, they must have a minimum of 40 members.
An "associated" society is a society or a federation of IFFS member societies which pursue the same or similar goals as IFFS and has a written constitution consistent with the mission of the IFFS.
An association can be proposed by the Board of Directors, and ratified by the General Assembly, if the associated society sends in writing to the Secretary General of the Federation an application which includes a copy of its constitution showing that it satisfies the same requirements as for a member society.
There is no need to declare its intention to abide by the Constitution.
An association with IFFS may include a series of relations, notably:
- exchange lectures and sessions during congresses
- links on the Internet
- collaborative works on ethics, consensus clinical standards
which are to be defined at the time of the association and can be revised whenever needed by both Boards of Directors.
The associated society pays no dues to IFFS and does not take part in voting but is invited to IFFS General Assemblies as observer. Moreover the Associated Society has a consultatory status on important matters such as congress dates and venues or other issues.
Article 5
A non-member society may join the Federation, provided it:
a. Sends in writing to the Secretary General of the Federation, an application which includes a copy of its constitution showing that it satisfies the requirements set out in Article 4, and a current membership list.
b. Declares its intention to abide by the Constitution and By-Laws of the Federation.
c. Undertakes to make financial contributions in such form and within the time limits as may be decided by the General Assembly.
The Board of Directors of the Federation (formerly known as the Executive Committee) will discuss the application and vote on conferring membership to the applicant. A report of new members will be presented to the General Assembly.
Article 6
Membership in the Federation may be rescinded by the Board of Directors. In such cases the decision to rescind membership will be reported to the General Assembly at the next Congress. Reasons for rescinding IFFS membership include:
a. By withdrawal, subject to a period of notice to be fixed by the By-Laws (No. 1).
b. By default in the payment of contributions to the Federation over a period of time to be fixed by the By-Laws (No. 2).
c. In pursuance of a decision taken by the Board of Directors, a report will be made to the General Assembly.
d. The Board of Directors may, after giving notice, exclude from the Federation any society, the attitude, action or policy of which is detrimental to the reputation or interests of the Federation or the behavior of which casts discredit upon the profession. No exclusion may be founded upon reasons of philosophical, religious, political or racial nature.
e. Following a decision to revoke membership confirmed by the General Assembly, the member society will be given the opportunity to appeal against the decision. The appeal will be made in writing to the Secretary General, supported by relevant documentation including a contemporary constitution and current membership list. After due consideration the Board of Directors will provide its decision which will be final.
Reinstatement of membership in the Federation:
a. Any member society excluded from the Federation may appeal to the General Assembly for reinstatement if the circumstances under which the suspension or exclusion took place no longer apply. The appeal must be made in writing to the Secretary General with adequate documentation supporting their reasons for reinstatement.
II - Contributions
Article 7
Each affiliated society shall pay to the Federation an annual contribution that is proportional to the dues paying members of that society.
The amount of this contribution will be fixed by the General Assembly and laid down in the By-Laws (No. 3).
Members of the Federation shall be exonerated from personal liability with respect to the financial commitments of the Federation which shall be guaranteed solely by the Federation's Assets.
III- Organization and Management
Article 8
The organizational structure of the Federation consists of:
a. The General Assembly
b. The Board of Directors
c. The Executive Committee
d. The Audit Committee
The supreme authority of the IFFS is the General Assembly. The Board of Directors is accountable to the General Assembly for the running of the IFFS. The Executive Committee carries out the day to day management of the IFFS and reports to the Board of Directors.
Article 9
a. The General Assembly is the supreme authority of the Federation. It shall be composed of Members from member societies and the Officers of the Federation.
b. Each eligible member society represented at the General Assembly may exercise its allotted number of votes through a nominated delegate (see By-Law No. 13). On the basis of the total membership of a country, the following scale shall be applied to determine the number of votes that member societies from the same United Nations recognized country may cast together :
From 40 to 100 Members : 1 Vote
From 101 to 200 Members : 2 Votes
From 201 to 500 Members : 3 Votes
From 501 to 1,000 Members : 4 Votes
Over 1,000 Members : 5 Votes
The total membership of a country and the allocation of votes of each member society from the same United Nations recognized country are defined in By-Laws No. 3.
c. Officers of the Board of Directors shall attend the General Assembly in a consultative capacity except the President in his role as Chairman.
d. Members of the Board of Directors with the status of member society representative may act as alternates for national delegates to the General Assembly and thus vote on all issues except the approval of the management report.
e. Board of Director members may not serve in a dual capacity at the General Assembly.
f. Officers, as defined in Article 12, have no voting capacity at the General Assembly.
g. A member society that cannot attend an extraordinary General Assembly may register its vote by correspondence on items appearing on the agenda. In order to be valid, such a vote must reach the Secretary General of the Federation at least 8 days prior to the opening of the extraordinary General Assembly. This provision does not apply to an ordinary General Assembly.
Article 10
The General Assembly shall meet:
a. In regular sessions: on the occasion of each World Congress organized by the Federation.
b. In extraordinary sessions: whenever it is convened by the Board of Directors or at the request of at least one third of the total votes allocated to eligible member societies.
The agenda of the General Assembly shall be drawn up by the Board of Directors.
Member societies may submit items for the agenda in writing to the Secretary General.
The Secretary General shall be responsible for distribution of the final agenda of the General Assembly to the member societies before the General Assembly.
The President of the Federation shall act as the Chairman of the General Assembly and the Officers of the Federation shall be the Officers of the General Assembly.
Article 11
a. The General Assembly shall receive reports on the work of the Board of Directors and the general activities of the Federation. Such reports shall be distributed to the member societies together with the agenda for the General Assembly.
b. The General Assembly shall appoint an Auditing Sub-Committee as laid down in the By-Laws (No.4). The Auditing Sub-Committee will appoint the auditors.
c. The General Assembly shall receive the report of the Auditing Sub-Committee.
d. The Nominating Committee will be chaired by the President Elect and consist of four other members. Its principal duty is to make proposals to the General Assembly regarding the election of officers, the membership of the Board of Directors and the chairman and members of the next Scientific Committee, and are set out in its Terms of Reference.
Proposals for four members of the Nominating Committee will be made in writing to the Secretary General before the start of the World Congress. The President will select four from the applicants to reflect the international diversity of the Federation and a proposed Nominating Committee presented to the General Assembly for ratification.
e. The General Assembly shall elect Officers, the Chairman of the Scientific Program Committee and the membership of the Board of Directors and Scientific Committees.
f. The General Assembly shall have the power to approve the budget proposed by the Board of Directors to enable the proper administration of the Federation.
g. The debates of the General Assembly shall be deemed valid if the eligible member societies are represented by one third of the total votes allotted to all member societies, except when amendments to the Constitution or dissolution of the Federation are under consideration, at which time two-thirds of the total votes must be available. The points on which the General Assembly may take decisions are those appearing on the agenda. However, ordinary General Assemblies may take valid decisions on points not included in the agenda if supported by two-thirds of the votes present.
h. With exception of the cases where a qualified majority is required by the provision of this Constitution, decisions of the General Assembly shall be made by a simple majority of the votes represented. The Chairman of the General Assembly will have a casting vote when required.
Votes can be registered by written ballot if approved by a simple majority vote at the relevant General Assembly.
Article 12
The Board of Directors shall be elected by the General Assembly.
a. It shall consist of:
* Six Officers elected by name:
The President
The President Elect
The Secretary General
The Treasurer
The Assistant Secretary General
The Assistant Treasurer
* Nine regular Members, representing 9 member societies
* the Past President
b. The President shall take office for a term of three years. This is the time interval between two World Congresses with their associated regular General Assemblies. The President may not be immediately re-elected. The President Elect also shall serve for three years. In the event of the President not being able to continue in Office, the President Elect shall succeed and serve as President until the next regular General Assembly.
c. The President Elect will normally be expected to have served on the Board of Directors. The President Elect will serve for three years or until the incumbent President leaves office. In the event of the President Elect standing down before he/she assumes the presidency, the Board of Directors will make a nomination subject to ratification at the following General Assembly.
d. The Secretary General and the Treasurer each shall serve for a maximum of two terms (usually 6 years). In exceptional circumstances, however, they may be eligible for re-election for one extra term (3 years).
The Assistant Secretary General shall assist the Secretary General with all duties pertaining to that position. The Assistant Secretary General shall be regarded as Secretary General elect and therefore should be elected at the same General Assembly as the Secretary General
The Assistant Treasurer shall assist the Treasurer with all duties pertaining to that position. The Assistant Treasurer shall be regarded as Treasurer elect and therefore should be elected at the same General Assembly as the Treasurer.
e. The nine regular members of the Board of Directors shall serve for a period of nine years each. They shall be replaced in rotation so as to maintain continuity in the committee. Therefore at each ordinary General Assembly, three members of the Board of Directors shall be replaced. None of the three members with expiring terms of office may be immediately re-elected.
f. The immediate past President shall remain a voting member of the Board of Directors for a period of three years after completion of their period of office.
g. The Board of Directors shall have the power to co-opt persons who may contribute substantially to the fulfillment of the objectives of the Federation. These individuals will have no voting rights.
Article 13
The Board of Directors shall be responsible for:
a. The management of the affairs of the Federation including establishing terms of reference for its committees.
b. The organization of triennial World Congresses and other scientific meetings as laid down in the By-Laws (No. 5).
c. The establishment of the budget for the three year period between two regular General Assemblies and the use of any available funds. The Board of Directors shall determine the actions and expenditures necessary to achieve the objectives of the Federation.
d. The submission to the General Assembly of proposals for the establishment of standing and ad hoc Committees necessary for the activities of the Federation. The Board of Directors shall receive the reports of these Committees.
e. The preparation of the agenda for the General Assembly.
f. The existence of and adherence to special ethical guidelines for the relationship between the Federation (IFFS) and related Industry as laid down in the By-Laws (No. 7).
g. Ensuring the articles of the Constitution and the By-Law regulations are adhered to correctly.
h. The officers of the Federation together with the Director of Medical Education shall comprise a sub-committee of the Board of Directors which will meet regularly in person or via other means to ensure the continued oversight of the activities of the Federation. This sub-committee is authorized to make decisions on behalf of the Board of Directors and to commit resources of the Federation as needed. It will be known as the “Executive Committee”.
The Board of Directors shall normally meet twice yearly, or whenever convened by the President or at the request of one third of its members.
A quorum of the Board of Directors will consist of eight voting members at least four of whom are officers including the President or President Elect. The decisions of the Board shall be made by a majority vote of those present. In the event of a tied vote, the President shall have a casting vote but this must be in favor of maintaining the status quo. A member of the Board of Directors may be represented by a deputy from the member society in question. Such a deputy shall present proper credentials to the Chairman of the meeting. The same rule shall apply in the event of a vacancy occurring during a term of Office.
The Secretary General shall draw up minutes of the meetings of the Board of Directors.
The Secretary General shall be responsible for the custody of the general records of the Federation.
The Treasurer shall be responsible for the custody of the financial records of the Federation.
Article 14
In respect of all acts involving third parties, the Federation shall be validly represented by its President or by one or more representatives duly appointed to that effect by the Board of Directors. The President may choose to delegate to other officers of the Board of Directors the responsibility to represent the interests of the Federation.
Article 15
The Federation will, from time to time, honor individuals of outstanding and particular merit by election to Honorary Membership of the IFFS. The procedure for election by the Board of Directors is laid down in the By-Laws (No. 8).
IV - Amendments to the Constitution and Dissolution of the Federation
Article 16
Any proposal for an amendment to this Constitution must be submitted to the Board of Directors by a member society or an amendment may be proposed by the Board of Directors.
Any proposal for an amendment of this Constitution shall be circulated in writing to all member societies by the Secretary General at least six months before the General Assembly at which the suggested amendment is to be discussed.
In order to take a decision on a proposed amendment to the Constitution, at least two thirds of all votes allotted to the member societies must be represented at that General Assembly. If this quorum is not reached, the General Assembly shall be reconvened as described in the By-Laws (No. 9). The subsequent General Assembly meeting may make a valid decision irrespective of the number of votes represented at that meeting.
At the General Assembly, when the amendment is discussed, there must be a simple majority of the votes cast for the amendment to be passed. The voting must be in person by representatives present.
Article 17
The Federation shall be organized and administered according to this Constitution and By-Laws. The By-Laws may be added to, amended, altered or repealed by the Federation at a General Assembly as prescribed in the By-Laws (No. 9).
Article 18
A decision to dissolve the Federation shall be taken by a General Assembly specifically convened for the purpose. Such a General Assembly must be composed of at least two thirds of all votes allotted to the member societies. Should this quorum not be reached, the General Assembly shall be convened again within the time limit prescribed by the By-Laws (No. 10). This subsequent General Assembly meeting may make a valid decision irrespective of the number of votes represented at the meeting.
In no case may the Federation be dissolved unless agreed to by a simple majority of the votes represented at the General Assembly, which was summoned to take the decision.
In the event of the Federation being dissolved under the above provision, or as a result of a legal or judicial process, the General Assembly shall appoint two or more commissioners charged with the liquidation of the assets of the Federation.
The liquidation shall be final only after approval of the liquidation accounts by the member societies, which shall be consulted in writing. The decision must be agreed to by a simple majority at a General Assembly.
This General Assembly shall determine the use of the net assets of the Federation.
Article 19
The By-Laws of the Federation shall be drawn up by the Board of Directors and submitted for approval to the General Assembly.
Posted: 11/22/2010
|
