Articles of Association NAME AND REGISTERED OFFICE Article 1 The Association shall bear the name: European Trauma Society. It has its registered office in Vienna.     OBJECT Article 2 The object of the Association shall be to further traumatology in general and to disseminate interest in, and knowledge of, traumatology in particular. The Association endeavours to realise this object by such activities as the following: holding scientific meetings and publishing reports on these meetings; organising the bi-annual European Trauma Congress; furthering contacts and co-operating with other organisations, both national and international, whose objects and/or activities are relevant to traumatology; stimulating and co-ordinating scientific research; application fees, membership fees, any profits from events or club ventures, donations, collections, legacies or other bequests. The Association is not for profit.     MEMBERS Article 3 Members of the Association may be: Trauma Associations of the various European member states; Those who, in the exercise of their daily tasks, are actively involved in the issue of traumatology. The management maintains a register in which the names and addresses of all members are included. The members' names and addresses from the member associations or societies will be registered by the respective associations and societies and if required, left to the European Trauma Society for the sole purposes of the society, without any rights to pass on the addresses. Each member is obliged to furnish the Association with his address and each change thereof in writing; this address shall continue to apply with regard to the Association for as long as the member does not furnish the Association with another address in writing. All consequences of failing to furnish the Association with his address and changes thereof are for the expense and risk of the member.     ADMISSION Article 4 A person may become a member by registering as such with the secretary of the Board of Directors. The Board shall make decisions concerning the admission of members. Should an aspiring member not be accepted as a member, the general meeting may after all grant said aspiring member admission.     TERMINATION OF MEMBERSHIP Article 5 Membership shall terminate: on the death of the member (natural person); at the dissolution of the member (legal entity or organisation); by notice of termination by the member; by notice of termination by the Association. This may occur if the member has ceased to entirely fulfil the requirements for membership as specified in the Articles of Association, if he fails to meet his obligations with regard to the Association, as well as if the Association cannot be reasonably expected to permit the membership to continue; by expulsion. This can only be pronounced if the member acts in conflict with the Articles of Association, standing rules or resolutions of the Association, puts the Association in an unreasonable manner at a disadvantage. Termination on the part of the Association is effected by the Board of Directors. Termination of membership by the member or by the Association can be effected only in writing at the end of an Association year and taking into consideration a notice period of four weeks. However, membership can be terminated without notice if it cannot be reasonably expected of the Association or the member that it/he allow the membership to continue. A termination in conflict with that stipulated in this clause causes the membership to terminate at the earliest permissible time subsequent to the date as of which notice had been given. In addition a member may terminate his membership effective immediately within a month after he shall have been informed of a resolution to convert the Association into a different legal entity or of plans for a merger. A member is not authorised to exempt himself from a resolution in which the monetary obligations of the members are increased by way of terminating his membership. Expulsion from membership is effected by the Board of Directors. With regard to a resolution by the Association to terminate membership on the grounds that the Association cannot reasonably be expected to allow said membership to continue and a resolution to expel (a member) from membership, the member in question is authorised to present an appeal, within one month after receiving notice of the resolution, to the general meeting. He shall be informed of said resolution as rapidly as possible, in writing, with a specification of reasons. During the appeal period and pending the appeal the member shall be suspended. Should membership terminate in the course of an Association year, the annual fee shall nonetheless continue to be owed in its entirety.     ANNUAL FEES Article 6 Members are obliged to pay an annual fee, the amount of which shall be established by the general meeting. Members shall be placed in various categories, with a different fee applying to each category. The Board is authorised to grant partial or full exemption from the requirement to pay a fee in special cases.     BOARD OF DIRECTORS Article 7 The Board of Directors shall consist of one or more persons. The general meeting shall establish the number of Board members. Eligible for appointment as Board members are representatives of Trauma Associations who are also members of the Association. Board members shall be appointed by the general meeting for a period of two years, with the option of being re-appointed once for another two years. The offices of the Secretary General and the Treasurer are excepted from this rule. These posts can be re-appointed several times. If the number of Board members shall have dropped under the established number, the remaining members or the sole Board member shall represent an authorised Board. The Board is obliged, however, to convoke a general meeting as rapidly as possible to fill the vacancy (ies).     TERMINATION OF BOARD MEMBERSHIP - PERIODIC RESIGNATION - SUSPENSION Article 8 Each member of the Board, even if he shall have been appointed for a specified period of time, can at all times be terminated or suspended by the general meeting. A suspension that is not followed within three months by a resolution to terminate the member shall cease by virtue of the passage of the period of time. If an employment relationship shall have existed between the Association and a Board member, a ruling to recommence that employment contract cannot be made by the Court. Board membership shall terminate: if the organisation that the Board member represents ceases to be a member of the Association; by dismissal; c. by death.     MANAGEMENT FUNCTIONS - RESOLUTIONS BY THE BOARD Article 9 The Board shall appoint from amongst itself a chairman, two vice chairpersons, a secretary and a treasurer. The judgement of the chairman voiced at a Board meeting with regard to the outcome of a vote is binding. The same applies for the content of a resolution passed, for insofar as voting took place with regard to a proposal not recorded in writing. The meetings and passing of resolutions of the Board can be governed by means of standing rules. The Board passes resolutions by an absolute majority     MANAGEMENT TASK - REPRESENTATION Article 10 With the exception of the limitations as per the Articles of Association, the Board of Directors is charged with the management of the Association. The Board is authorised, under its own responsibility, to have certain parts of its task carried out by commissions appointed by the Board of Directors. With the approval of the general meeting, the Board is authorised to pass resolutions with regard to entering into agreements of the acquisition, alienation and mortgaging of register goods and entering into agreements in which the Association obliges itself as guarantor or severally liable co-debtor, answers for a third party, or obliges itself with regard to guaranteeing the debt of a third party. The Association shall be represented by: either the Board of Directors; or the chairman acting jointly with the vice-chairman; or the chairman acting jointly with the secretary The Secretary General manages the current business of the Association.     ADMINISTRATION - FINANCIAL YEAR - ANNUAL REPORT - ACCOUNTS AND JUSTIFICATION Article 11 The Board of Directors is obliged to maintain administrative records and associated books, documents and other media with regard to the capital status of the Association and everything concerning the activities of the Association, according to the standards stemming from these activities, in such a manner that the rights and obligations of the Association can be known at all times. The Association year runs from one October through and including thirty September of the subsequent year. The Board of Directors shall present its annual report at a general meeting within six months after the conclusion of the financial year, except in case of the extension of this period of time by the general meeting, with regard to the course of affairs in the Association and the policy it has executed. At that time the Board of directors shall present the balance sheet and the status of assets and liabilities, along with notes, for the approval of the general meeting. The Board members shall sign these documents; should the signature of one or more of these members be absent, this will be noted with a specification of the reason for the absence(s). After the conclusion of the period of time as mentioned above, each member of the joint members of the Board may legally demand that the above-mentioned obligation indeed be met. Each year, from among the members the general meeting shall appoint a committee of at least two members, who may not be members of the Board. This committee shall examine the documents referred to in clause 3 of this article and present a report of its findings to the general meeting. The Board is obliged to provide the committee with all information it shall request, to permit the committee to peruse the cash situation, and to grant it access to the books and documents of the Association. The committee may at all times be relieved of its task by the general meeting, but only by the appointment of a different committee. The Board is obliged to store the documents as meant in clauses 1 and 3 for seven years.     GENERAL MEETING Article 12 In the Association the general meeting holds all the authorisations that are not assigned to the Board of Directors by law or by the Articles of Association. Annually, at the latest within six months after the conclusion of the Association year, a general meeting - the annual meeting - shall be convoked in accordance with that stipulated in article 16. At the annual meeting the following subjects shall be among those addressed: the annual report as meant in article 11 with the report of the committee referred to therein; the appointment of the committee referred to in article 11 for the subsequent Association year; filling possible vacancies; proposals of the Board or the members announced at the convocation to the meeting. In addition general meetings shall be held as frequently as the Board of Directors shall deem this necessary. In addition the Board of Directors is obliged, at the written request of at least such a number of members as are authorised to cast one/tenth of the votes, to convoke a general meeting at a time not longer than four weeks after the filing of the request. If this request is not met within fourteen days after it is made, the parties making the request may convoke a meeting themselves, in the form of a convocation in accordance with article 16 or by means of an advertisement in at least one newspaper popular in the city/town where the Association has its registered office and in a European specialist journal on the area of traumatology. The parties making the request may at such a time charge persons other than Board members with the management and secretarial activities with regard to the meeting and the taking of minutes.     ACCESS AND VOTING RIGHTS Article 13 Access to the general meeting is open to all members of the Association and the Board members who are not members of the Association. Access is not open to suspended members and suspended Board members, with the understanding that suspended members do have access to a general meeting at which the resolution regarding their suspension is addressed; suspended members are authorised to hold the floor at the meeting in which their suspension is addressed. With regard to the access of persons other than those referred to in clause 1 above the general meeting shall decide. Each member of the Association, who is not suspended, has one vote. A Board member who is not a member of the Association has an advisory vote. A member can have his vote cast by another member who has the first member's written authorisation.     CHAIRMANSHIP - MINUTES Article 14 Except as in cases as meant in article 12 clause 4, the chairman of the Board of Directors or his deputy shall chair general meetings. In the absence of the chairman and his deputy one of the other Board members, to be appointed by the Board of Directors, shall act as chairman. Should it also prove impossible to appoint a chairman in this manner, the meeting itself shall chair the meeting. With regard to that dealt with at each meeting, the secretary or another person appointed by the chairman to do so shall maintain minutes that shall be adopted and signed by the chairman and the party taking minutes. Those convoking the meeting may have a notarial proces-verbal prepared of the minutes. The contents of the minutes or the proces-verbal shall be made known to the members.     RESOLUTIONS OF THE GENERAL MEETING Article 15 The judgement of the chairman voiced at the general meeting with regard to the outcome of a vote is binding. The same applies to the content of a resolution passed, for insofar as the vote concerned a proposal not established in writing. If, however, immediately after the voicing of the judgement referred to in the above clause its correctness should be contested, a new vote shall take place; if the majority of the general meeting or, if the original vote was not done by poll or in writing, a party authorised to vote should so demand. By way of this new vote the legal consequences of the original vote become null and void. For insofar as the Articles of Association or the law does not stipulate otherwise, all resolutions of the general meeting shall be taken by means of an absolute majority of the valid issued votes. Blank votes and invalid votes shall be considered not to have been cast. In case of a tie in a vote between two persons, a draw will decide which of the two is chosen. If the votes tie on a proposal, concerning business, the chairman shall decide. All votes shall be cast orally, unless the chairman shall deem a written vote desirable or one of those authorised to vote shall demand such a vote. Written votes are cast in the form of unsigned closed ballots. Passing resolutions by acclamation is possible unless a person authorised to vote demands vote by poll. As long as this is taken with the previous knowledge of the Board of Directors, an unequivocal resolution on the part of all members, even if they are not together at a meeting, has the same validity as a resolution of the general meeting. As long as all members are present or represented at a general meeting, valid resolutions can be passed concerning all subjects that may be addressed, that is to say including proposals to amend the Articles of Association or dissolve the Association, as long as this takes place with a majority of votes - even if no convocation shall have taken place or if such convocation shall not have been done in the prescribed manner, or if any other stipulation concerning the convocation and holding of meetings or formalities associated therewith shall not have been adhered to.     CONVOCATION OF GENERAL MEETING Article 16 Except in such cases as referred to in article 12 clause 4, the Board of Directors shall convoke general meetings. Such convocation takes place in writing to the addresses of the members as these are listed in the members' register referred to in article 3. The members of the member societies, will be convened by the Board of the respective member society. The period of time for the convocation shall equal at least thirty days, the day of convocation and the day of the meeting not included. At the convocation the subjects to be addressed shall be specified, without prejudice to that stipulated in article 20.     AMENDMENTS TO THE ARTICLES OF ASSOCIATION Article 17 Without prejudice to that stipulated in article 18 clause 9, no amendments can be made in the Articles of Association of the Association except through a resolution of the general meeting, which meeting was convoked with the announcement that amendments in the Articles are to be proposed at that meeting. Persons convoking a general meeting at which a proposal to make amendments to the Articles of Association will be addressed must place a copy of that proposal, in which the proposed amendment(s) are literally stated, at least thirty days before the meeting is to be held, at a suitable location for the perusal of the members, and this copy shall remain at that location until after the conclusion of the day on which the meeting is held. In addition a copy as referred to above shall be sent to each member at his first request. A resolution to amend the Articles of Association requires, without prejudice to that stipulated in article 18 clause 9, at least two-thirds of the votes cast.     DISSOLUTION Article 18 The Association can be dissolved by resolution of the general meeting. That stipulated in clauses 1, 2, and 3 of the previous article is correspondingly applicable. The Board of Directors shall effect liquidation unless the general meeting decides otherwise. Should the occasion arise, any left over capital should fall to an organisation, which has the same or similar aims as this Association, or to other welfare purposes.     STANDING RULES Article 19 The general meeting can establish standing rules which it may amend at all times. The standing rules must not be in conflict with law, even where no imperative law applies, nor with the Articles of Association.     ARBITRATION COURT Article 20 An internal arbitration court will be appointed for the settlement of all disputes regarding the Associations' affairs. This is a "settlement arrangement" in terms of the Association Law of 2002 and not an arbitration court according to §§ 577 ff ZPO. The Arbitration Court is composed of three full members of the Association. It will be put together in such a way that the disputing party will name to the Board in writing a member as arbitrator. Within seven days of the Board's summons the other disputing party, on their part, will name a member of the Arbitration Court within 14 days. Having been notified by the Board within seven days the named arbitrators will vote for a third full member of the Board to the Arbitration Court. In a parity of votes the decision is made by lot among the nominees. The members of the Arbitration Court cannot belong to any authority - with the exception of the General Meeting - whose function is an issue of the dispute. The Arbitration Court reaches its decision after granting both parties a hearing in the presence of all its members with a simple majority. It decides according to better judgement and conscience. 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