By Laws

OFFICE TRANSLATION-

INTERNATIONAL ASSOCIATION

International Association for Ambulatory Surgery – I.A.A.S.
Tichelrei 1
9000 GENT

Incorporated as International Scientific Non-Profit Association according to Belgian Laws by Royal Decree on May 14th, 1996.
________________________________________________________________________________

Bylaws
________________________________________________________________________________

Original Bylaws: Brussels, Belgium, May 21, 1996
Revised text: Geneva, Switzerland, April 22, 2001.
Revised text: Lisbon, Portugal, May 8, 2010


Article 1. Name and legal status
1.1. The name of the Association is the International Association for Ambulatory Surgery (I.A.A.S.), shortened “I.A.A.S”.

1.2. The Association will be governed by the laws of Belgium, Title III of the Statute of June 27th 1921, as amended by the Statute of May 2nd 2002 (Art. 46-57, the Statute of January 16th 2003, the Statute of December 22th 2004, the Statute of July 9th 2004, and the Statute of December 27th 2004 (Hereafter, the Statute).


Article 2. Domicile and duration
2.1. The registered domicile is Ghent, Belgium. The Association resorts under the judicial district of Ghent.

2.2. The present registered office of the Association is Tichelrei 1, 9000 Ghent, Belgium. It may be moved elsewhere in Belgium by decision of the General Assembly . The General Assembly may establish other offices and branches in Belgium and in other countries.

2.3. All documents, invoices, announcements, publications and other documents coming from the
Association and given incorporation, have to be provided with its name and followed with the words “international non-profit association” or its abbreviation “INPA”, and the address of its registered office.

2.4. The Association is founded for an unlimited term.


Article 3. Objectives
The Association is multidisciplinary, open to anyone interested in ambulatory surgery.

3.1. The Association’s objectives are:
to serve as an international multidisciplinary forum for the exchange of information and the advancement of ambulatory surgery;
to encourage the development and expansion of high quality ambulatory surgery;
to promote education in ambulatory surgery;
to promote research into ambulatory surgery and disseminate the results of this research;
to serve as a database for information;
to establish guidelines;
to act as an advisory body to interested parties for the development and maintenance of high standards of patient care in ambulatory surgery;
to organise scientific meetings;
to establish close relationships with other societies or bodies concerned with ambulatory surgery;
to stimulate the development of national societies of ambulatory surgery.

3.2. The Association may engage in any activity that relates directly or indirectly to its purpose, and may, in particular, assist with or promote any activity similar to its purpose.
The Association may exercise property or other physical rights over movable and immovable assets that are necessary to achieve its purpose.


Article 4. Members

4.1. Categories

a. The Association consists of full members, associate members, corresponding members, honorary members, founding members and friends of the Association.

b. By accepting membership of the Association, members declare that they will accept and respect the Bylaws, Operating Rules and decisions of the Directors of the Association, no matter to which category they belong.

c. The maximum number of members is unlimited.

4.2. Full members

a. Any independent non-profit organisation, of doctors; and/or nurses, and/or managers, having goals consistent with those of the Association, and whose principal interest is ambulatory surgery, may become a full member. Such an organisation must be significantly representative in the field of ambulatory surgery in its own country, or at the international level, and have a major interest in promoting education, research, and in the establishment of quality criteria and guidelines in the field of ambulatory surgery.

b. Applications are addressed to the President at the central office address.

c. The General Assembly decides on eligible applications; its decision is final.


4.3. Associate members

a. Associate members of the Association must have goals consistent with those of the Association, and have a major interest in ambulatory surgery.

b. Associate members of the Association do not need to fulfil the other requirements for full membership.

c. Associate membership may be granted to organisations or individuals who, as doctors, paramedical professionals, or managers, have shown a determination to develop ambulatory surgery.

d. Applications are addressed to the President at the central office address.

e. The General Assembly decides on candidates to be associate members; its decision is final.

4.4. Corresponding Members

a. Corresponding membership is open to organisations or individuals who wish to develop day surgery in countries of low economic status.

b. From any country only one member is allowed

c. Applications are addressed to the President at the central office address.

d. The General Assembly decides on candidates to be corresponding members; its decision is final.

e. Eligibility for membership in this category will be reviewed yearly.

4.5. Honorary members

The General Assembly may appoint as honorary members, individuals of great eminence who have made major contributions to the objectives of the Association.

4.6. Founding members

All organisations joining in 1995-1996 will be considered founding members.

4.7. Friends of the Association

The General Assembly may appoint as friends of the Association persons or organisations who support the objectives of the Association with financial contributions or by other means.

4.8. Admission

a. Applications for membership should be addressed to the central office which will then forward them to the President. The President shall refer applications for evaluation to an Applications Committee of at least three persons designated by the Executive Committee.

b. The Applications Committee will report to the Executive Committee after receiving the advice, if necessary, of I.A.A.S. members from the candidate’s country. If agreed, or if there is not an I.A.A.S. member from the candidate’s country, the Executive Committee will decide, on the recommendation of the Applications Committee and the President, to admit the candidate as a full, associate or corresponding member on a provisional basis, or to turn down the application.

c. The final decision on membership will rest with the General Assembly (GA) which will announce its decision at its next meeting.

d. I.A.A.S. subscription fees will be due as of the date of provisional acceptance by the Executive Committee.

4.9. Resignation or termination of membership

a. Members of any category are free to resign from the Association at any time, by sending a registered letter addressed to the President at the central office address.

b. Membership may be terminated only on a motion of the General Assembly, with a majority of two thirds of the votes present or delegated, and only after the member shall have been heard, or have been duly summoned to make a defence.

c. The Executive Committee may suspend, until such time as the General Assembly decides, a member who has committed serious offences against the honour, decency or the Bylaws of the Association.

d. A member shall be deemed to have resigned if its required dues have not been paid within one month of a reminder notice sent by registered mail.

e. A member who resigns or is terminated, and the beneficiaries of a resigning or terminating member, have no claim to the assets of the Association, and have no future standing to obtain a refund of dues paid, contributions paid or any other payments made to the Association.


Article 5. Governance
5.1. General Assembly
1. Composition
The General assembly is composed of (a) appointed delegates, (b) ‘third-seat’ appointed delegates and (c) co-opted delegates.

a. Appointed delegates: Any country with one or more full members may appoint two delegates to the General Assembly.
International organisations recognised as full members may appoint one or two delegate(s) to the General Assembly, upon the decision of a majority of General Assembly members.
The term of tenure for their appointed delegate(s) to the General Assembly will be determined by full members.
Full members may name alternates if their appointed delegates cannot attend a meeting. Full members may change their representatives to the General Assembly at any time.

b. In exceptional circumstances, the General Assembly may be petitioned to grant a third seat for a country that has more than two full members. If the General Assembly accedes to such a request, a third representative may join the General Assembly.

c. The General Assembly will, on request by full members, arbitrate any matter of national representations; its decision is final.

d. Co-opted delegates : The General Assembly may, by a majority of its delegates, co-opt delegates to represent countries or disciplines unrepresented on the General Assembly. Normally only one co-opted delegate from any country may join the General Assembly.

2. Voting
a. Only appointed delegates may vote. Co-opted delegates have no voting right .

b. The appointed delegates from each country have two (2) votes overall.

c. When a country has two full members, each member has, as a rule, one representative appointed to the General Assembly. When a country has more than two full members, and these cannot agree how the two votes are to be allocated, the General Assembly decides on their behalf, with particular reference to the number of adherents of each, and, their multidisciplinary nature.

d. Each appointed delegate may arrange to be replaced by a deputy or another appointed delegate, who is given a written proxy. A delegate in person may not carry more than two (2) proxies.

e. Voting by mail or fax: The Executive Committee may decree a mail or fax vote at its discretion. Voting delegates must receive the documentation at least twenty-one (21) days prior to the voting date.

f. In the case of a tie, the President or the director replacing him, casts the deciding vote.

3. Powers
The General Assembly is the supreme authority of the Association. The powers of the General Assembly include exclusively:

a. amendment of the Bylaws;

b. appointment, removal of Directors and Auditors, and their remuneration;

c. granting discharge to the Directors and Auditors;

d. approval of budgets and accounts;

e. voluntary dissolution of the Association;

f. appointment and termination of full and other members;

g. all other powers arising under the law or Bylaws

4. Decisions
a. All decisions of the General Assembly are determined by a majority vote of members present or delegated, and, for a decision to be valid, half of the General Assembly members must be present and voting.

b. If, at an initial General Assembly, a quorum of members present or delegated is not achieved, a second meeting is called within one month, with the same agenda. The General Assembly may decide by simple majority, regardless of the number of members present or delegated at the second meeting. The same provisions apply for voting by mail or fax.

c. Decisions of the General Assembly are recorded in the minutes, then approved by the General Assembly and signed by the President and Secretary General (or their designate), as well as by any member who may make such a request.

d. The said minutes shall be retained in a register specifically provided for the purpose, held at the office of the Association, where they may be consulted by any person who can prove an interest.

5.2. Advisory Assembly
a. Any physical person or corporate entity related in whatever way to a full member organisation may attend Advisory Assembly meetings, where they may raise any matter of concern, or question the Executive Committee or General Assembly.

b. Decisions of the Advisory Assembly are not binding on the Executive Committee or General Assembly.

c. Associate, corresponding, honorary members and friends of the Association, may also attend Advisory Assembly meetings. They have no vote but may raise any matter of concern, or question the Executive Committee or General Assembly.

5.3. Executive Committee

1. Powers
a. The Executive Committee has the powers to undertake all actions to manage and provide for the Association. Its jurisdiction includes all acts not expressly granted to the General Assembly in law, or in these Bylaws. It may, in particular, decide on all initiatives that form part of the aims of the Association, subject to review by the General Assembly. The Executive Committee represents the Association in all legal and other matters.

b. Excepting delegation pursuant to the conditions and methods defined in the present Bylaws, the powers of the Executive Committee are validly exercised vis-à-vis third parties by two Directors (one of whom is the President, Treasurer or Secretary General) at least, acting jointly.

c. The Executive Committee may delegate all or part of its powers, with the appertaining power of signature, to one or more of its members, with or without the power of further delegation. The member(s) so delegated will then hold the title of Acting Director(s). The Acting Director(s) may act alone or jointly within the limits of the mandate assigned to him(them).

d. The Executive Committee may also, on its authority, delegate all or part of its powers to a third party , which may or may not be a member of the Association, which then holds the title of Executive Director.

e. Should this occur, the Executive Committee will determine the amount of the indemnities and remuneration of the designated official(s).

2. Members
a. The Executive Committee is made up to a maximum of twelve Directors, of whom at least one shall be an E.U. National, who are elected by the General Assembly. They are not remunerated.

b. The Directors will be appointed exclusively from the delegates of the full members. Vacancies arising will be stated in the agenda for the General Assembly meeting together with the names of Directors eligible and willing for re-election and an invitation for proposals for candidates willing to stand for election. At the General Assembly meeting a list of candidates will be drawn up and communicated to all delegates. Any member of the General Assembly may propose one or more candidates for election for the post of Director. Delegates will vote on a ranking basis for candidates. The votes will be secret. Vacant Directorships will be filled in line with the ranking achieved in the vote.

c. A Director’s mandate will be terminated if this Director does not exercise his appointed function.

d. A Director may only be removed by a decision of the General Assembly. The Assembly can only decide by majority of the delegates present and on the condition that this point of exclusion is an agenda item.

e. A Director may resign at any time.

f. Vacant Directorships may be filled by the Executive Committee with a co-opted Director until a definitive appointment is made at the next General Assembly.

g. The Executive Committee names, from its number, in addition to the Past President and the Immediate Past President, the President, the President-elect, the Vice-President, the Secretary-General and the Treasurer.

h. Non-voting members may be co-opted as deemed appropriate by the Executive Committee. The Editor-in-chief of the official journal will be a non-voting member

3. Voting
a. Decisions of the Executive Committee are taken by a majority of the Directors present or delegated, and for a decision to be valid, one-half of the Directors must be present, or delegated.

If, at an initial meeting, a quorum of Directors present or delegated is not achieved, a second meeting is called within one month, with the same agenda. This second meeting may decide by simple majority, regardless of the number of Directors present or delegated.

b. Voting by mail or fax: The Executive Committee may decree a mail or fax vote at its discretion. Directors must receive the documents at least twenty-one (21) days prior to the voting date.

c. The President may convene an urgent Executive Committee meeting if required.

d. In the case of a tie, the President casts the deciding vote.

4. Liability
The Directors assume, by virtue of their office, no personal liability, and are responsible only for the execution of their duties and actions undertaken during their term of office.

5. Replacement of Directors
Each Director may arrange to be replaced at a meeting by another Director who is given a written proxy. A Director in person may not carry more than two (2) proxies.

6. Replacement of the President
The President convenes and chairs meetings of the Executive Committee, the General Assembly and the Advisory Assembly. The President may appoint the President-elect or the Vice-President to replace him in his absence.

7. Term of tenure
Members of the Executive Committee are elected for a term of two years. They may be re-elected for up to a maximum of ten consecutive years. They must then stand down for two years before being eligible for re-election. The President-elect becomes President at the end of his term. At the end of his two-year term of office, the President continues to serve on the Executive Committee for another two years as Immediate Past President, and then for a further term of two years as Past President.

8. Decisions
Decisions of the Executive Committee are recorded in the minutes, signed by the President and the Secretary General or a Director, as well as Directors who make such a request.
The said minutes shall be retained in a register specially provided for the purpose, held at the office of the Association, where they may be consulted by any person who can prove an interest.

9. Council of Past Presidents
The Past Presidents constitute a Council of Advisors capable of giving advice on all matters of interest to the Association, at their initiative or at the request of the serving President.

5.4. Audit
a. The General Assembly will appoint two delegates as Auditors. Auditors cannot be members of the Executive Committee. The Auditors will exercise their function without remuneration.

b. The Auditors will be appointed for one year. Following this they may not be re-appointed without at least a one year break in tenure.

c. Auditors will have, together or separately, unlimited access to the Associations books and documents. They will submit a report yearly to the General Assembly concerning the Association’s legal and operational compliance and financial rectitude. They will present their report at the yearly held General Assembly.

d. An auditor may resign at any time. In case of resignation the Auditor will exercise his function till the end of the current financial year. In the case of dismissal the auditor will cease his function immediately.

e. The General Assembly alone may dismiss the Auditors.

Article 6. Meetings
6.1 The President convenes the General Assembly at least once a year. He may convene additional meetings according to the needs of the Association or upon the request of at least eight (8) members of the General Assembly. The invitation to General Assembly must be sent by mail or fax or E-mail at least 21 days before the day of the meeting and contains the points of the agenda, proxy form and if necessary, any documents in annex.

6.2. The President convenes the Executive Committee at least once a year or more according to the management requirements of the Association, or upon the request of at least five (5) Directors. In the latter case, the President convenes a meeting within twenty-one (21) days. Participation in all Executive Committee meetings can be undertaken via teleconference. The invitation to the Executive Committee must be sent by mail or fax or E-mail at least 21 days before the day of the meeting and contain the points of the agenda, proxy form and, if necessary, any documents in annex.

6.3. The Association organises an international congress every two years, under the name: “International Congress on Ambulatory Surgery”.

6.4. The Advisory Assembly meets every two years, at the time of the International Congress organised by the Association.

Article 7. Membership fees
7.1. Full, associate and corresponding members pay an annual fee, in the amount determined by the General Assembly.

7.2. On the advice of the Executive Committee, the General Assembly decides on the applicable fees for the next year.

Article 8. Working language
The working language of the Association is English. All legal documents will be written in Dutch and translated into English. In case of interpretation problems, the English version will have priority.

Article 9. Budgets and Accounts
9.1. The financial year ends on December 31.

9.2. The Executive Committee must submit the previous year’s accounts, and the budget for the following year, to the General Assembly for approval. An approved account should be made available to all members including associate members of the Association if they required it.

9.3. The General Assembly may establish a reserve fund, and set the amount and manner of making contributions to this fund for each member.
Article 10. Legal File

At the Belgian Court of Commerce of the district of the registered office of the Association a file of the I.A.A.S. will be kept, in which the following has to be put:
Bylaws and their amendments;
coordinated text of the Bylaws after taken amendments;
Certificates concerning the appointment, removal, resignation, reassignment of Directors, and persons allowed to represent the I.A.A.S.. The certificates have to announce name and surname, residence, date and place of birth , the scope of their competences and the way they practise their competences.
The decisions concerning the dissolution and adjustment of the I.A.A.S.
The yearly accounts of the I.A.A.S.

Article 11 Amendments to Bylaws and Dissolutions
11.1. Without prejudice to section 55 of the Statute, any proposal whose purpose is to amend the Bylaws, or dissolve the Association, must be issued by the Executive Committee, or by at least one quarter of the full members of the Association.

11.2 The Executive Committee has to announce the said proposal of the amendments of the Bylaws to the delegates of the Association at least 21 days before the fixed date on which the General Assembly will pronounce its decision and must make known the date of the General Assembly that will decide on the said proposal.


11.3. The General Assembly cannot take valid decisions unless two-thirds of the voting delegates and/or their deputies are present or delegated. No decision shall be ratified if it is not voted for by a two-thirds majority.

11.4. Notwithstanding, if a particular General Assembly does not convene two-thirds of the appointed delegates and/or their deputies, a further Assembly shall be called under the above conditions, which will definitively and validly decide on the proposal in question, whatever the number of delegates and/or deputies present.

11.5. When an amendment relates to the objectives of the Association, the amendment can only be ratified if four-fifths of the voting delegates and/or their deputies of the General Assembly are present or delegated. If on the first meeting less than two thirds of the voting delegates and/or their deputies are present or delegated, a second meeting can be arranged and the General Assembly will be taking valid decisions and ratifying amendments with four –fifths of the voting delegates, regardless of the number of delegates and/or their deputies present. The second meeting can not be held within fifteen days following the first meeting, but must be called within one month.

11.6. The Association may be dissolved by decision of the General Assembly, carried by three-fourths majority of voting delegates and/or their deputies present.

11.7. On demand of the Prosecutor or every concerned party the winding up of the Association can be pronounced if the Association is found to:
be using supports or earnings of the Association for purposes other than those matching the objectives for which the I.A.A.S. was founded
be insolvent
have an absence of direction
have incurred a severe breach of the Bylaws or laws or the public order.
11.8. In the event of voluntary dissolution, the General Assembly shall appoint from the Executive Committee one or two liquidators, and shall determine their powers.

11.9. In the case of a dissolution, the General Assembly shall determine how the net assets of the Association shall be disbursed, following discharge of any debts, in conformity with the legal provisions in force at the time. Members of the Association do not undertake any financial liability greater than the amount of their annual fees.

11.10. The amendments of the Bylaws concerning the powers of the General Assembly and its way of decision making and meetings, and the conditions of communication of the decisions to the Members, as well as the conditions for modification of Bylaws, for dissolution and liquidation and destination of the net assets will have to be modified and authenticated by act of notary. If the amendment of the Bylaws concern the objectives or the activities of the Association, this amendment should be accepted by the King of Belgium.
The amendments of the Bylaws will be published in Moniteur Belge.

Article 12. Operating Rules
Operating Rules may be tabled by the Executive Committee at the General Assembly. Amendments to these rules may be made by a General Assembly, acting on a simple majority of voting delegates and/or their deputies present.

Article 13. Closing provision
Anything not anticipated in these Bylaws, and, in particular, publication in the Annexes of “Moniteur Belge” (Official Gazette of Belgium), shall be resolved according to the provisions of the law.