CONSTITUTION (approved 2011)
Article I: NAME OF THE SOCIETY
The name of this organization shall be the “European Society of Veterinary Orthopaedics and Traumatology" (ESVOT), hereinafter referred to as “the Society”.
Article II: INCORPORATION
The Society shall be incorporated under the laws of Italy as a not-for-profit educational association.
Article III: OBJECTIVES
The objectives of the Society are:
- to promote the subject of veterinary orthopaedics and traumatology by means of continuing education.
This will include workshops, seminars, meetings and web information. The Society will also participate in other meetings if the subjects of orthopaedics and traumatology are included.
- to encourage cooperation between members and to establish close contacts with the Veterinary Orthopaedic Society and other such Societies or organisations that share mutual interests.
- to encourage its members to pursue original investigations and clinical research and to contribute to the veterinary literature. The Society’s journal is the Journal of Veterinary and Comparative Orthopaedics and Traumatology.
- to recognise individuals, both members and non-members of the Society, who have achieved individual distinction in the fields of veterinary orthopaedics and traumatology or who have given outstanding service to the Society.
Article IV: MEMBERSHIP
Membership of the Society will be comprised primarily of accredited European veterinarians, particularly those who are interested in the fields of orthopaedics and traumatology. All applications for membership shall be submitted in writing to the Secretary. Acceptance shall be determined by simple majority of the Board. In case of refusal, the applicant may appeal to the General Meeting which will determine a final decision by a simple majority of the voting members present, the President having a casting vote in the event of a tie.
Section 1: MEMBERSHIP CRITERIA
Full Members are to be considered as active members and may be any veterinarian or member of an academic profession who is interested in the objectives of the Society.
- In order to be eligible for election to membership of the Society an individual must:
- have a satisfactory ethical standing in the profession and
- pay an annual membership fee
- Membership will cease in the event of:
Resignation must be submitted in writing to the Board and is subject to three months' notice.
Section 2: MEMBERSHIP FEES
Each member shall be required to pay an annual membership fee except for Honorary members. The membership fee will be determined by the Board, subject to agreement at the General Meeting. There will be no reimbursement of the annual fee in the event of resignation or expulsion.
Section 3: HONORARY MEMBERSHIP
Honorary Members are those who achieve special recognition by the Society and shall be elected at a General Meeting. Honorary membership is to be considered the highest award that can be made by the Society. Honorary Members have the same rights as Full Members but are excused from payment of the membership fee.
Section 4: RIGHTS & DUTIES OF MEMBERS
- Full and Honorary members may vote at General Meetings.
- All members may present proposals to the Board and to the General Meetings.
- All members are eligible to participate in any event organised by the Society.
- Members are expected to:
- further the objectives of the Society to the best of their ability
- pay their membership fee when requested.
- attend the General Meeting
Section 5: TERMINATION OF MEMBERSHIP OF THE SOCIETY
Any member may be expelled or suspended from membership of the Society
- for non-professional or unethical conduct or for any other action deemed to be contrary to the best interests and objectives of the Society or
Such decisions shall only be made following a unanimous decision by the Board. Expulsion will take effect immediately. Prior to consideration by the Board, a member will be given an opportunity to provide an explanation or defence. A period of not less than four weeks will be allowed for such a defence to be received by the Secretary. The reason for any expulsion must be delivered to the member together with the decision reached by the Board.
(i) An appeal against expulsion may be made to the General Meeting. Notice of the appeal must be made to the Secretary for the attention of the General Meeting, in writing, within a period of one month of receiving the Board’s decision. The member must be given an opportunity to present such an appeal during the Meeting.
(ii) If no appeal is brought, or if such an appeal is made later than the period determined in the constitution, then the exclusion may not subsequently be challenged by any further legal action.
(iii) Following expulsion from the Society, members will not receive any distribution of the Society’s assets beyond their legitimate outstanding expenses.
- for non-payment for the annual membership fee.
Article V: FINANCES
Section 1: The Treasurer administers the funds of the Society on behalf of and at the direction of the Board. The Society is run as a not-for-profit organization. Income surplus to all expenditures and liabilities shall be securely invested on behalf of the Society and held in reserve for future contingencies.
Section 2: The Society’s operating expenses and liabilities are paid entirely from its own funds, which are generated from the following income sources (not necessarily exclusive):
- Annual membership fees.
The fee for each member shall be determined by the General Meeting and is payable annually.
- Donations and sponsorship, e.g. from companies and international organizations.
- Income from educational and scientific meetings organized by the Society.
Section 3: All contributions, income and funds of the Society may only be used to achieve the aims of the Society. No expenditure may be made by the Board which does not serve the goals of the Society. The Board will not authorise payment of expenses which are unreasonably high.
Section 4: The Society’s sole financial responsibility is the care of its own funds and their use in Society business. The Society shall have no responsibility for the personal liabilities of any of its individual members, and its individual members shall have no personal responsibility for
liabilities of the Society.
Article VI: GENERAL MEETING OF THE SOCIETY
Section 1: A General Meeting must be convened every two years by the Board. The General Meeting will be chaired by the President, or in case of his/her absence by the Vice-President.
It is the duty of every member to be present at the General Meeting.
Section 2: Notice of the General Meeting including the Agenda must be received by the members in writing at least one month prior to the date of the Meeting
Section 3: An Extraordinary General Meeting may be called by the Board or if one tenth of the members who hold voting rights request such a Meeting in writing, together with the reason for such a request.
Notice of an Extraordinary General Meeting with the Agenda must be given to the members at least two weeks prior to the date of the Meeting.
Section 4: A quorum for all General Meetings shall be at least 15 % of the membership eligible to vote on the date of issue of the notice of the Meeting. If a quorum is not present, the Board must call a second Meeting to be held within one month with the same Agenda. This second Meeting will be valid regardless of the number of members present. Notice of this second Meeting must indicate clearly that this meeting will have such validity.
Section 5: Each member has the right to vote. He/she has to be present at the General Meeting to do so.
Each member has one (1) vote. Postal votes may be arranged at the discretion of the Board under special circumstances. Voting by proxy may be allowed upon presentation of a written letter of authority.
Section 6: All matters to be decided by vote at the General Meeting, unless otherwise specified elsewhere
in the Constitution, shall be determined by a simple majority vote.
Section 7: The language of correspondence shall be English (GB).
Section 8: The General Meeting has the following duties:
- To formally approve the minutes of the previous General Meeting, and to consider any matters arising.
- To formally approve matters determined by the Board, as well as any matters as required by the Constitution.
- To determine and update the Constitution.
- To elect Board Members.
- A President Elect (Junior Vice President) shall be elected every two years. He/she shall succeed to the Presidency two years after the General Meeting at which he/she was elected. He/she shall perform the duties of the President in his/her absence or inability to serve.
- The President shall become the Past-President of the Society at the end of their two year Presidential term of office. The term of office is two years.
- The Secretary and Treasurer shall each be elected for a two-year term, but may be re-elected.
The election of Board members shall be by vote as described in Article VIII. Where two or more candidates receive the same number of votes for a position, a second vote will be taken at the General Meeting. The candidate who receives the greatest number of votes on an open show of hands will be elected, the President holding a casting vote, should this be required.
The newly elected Board members shall be installed in office at the General Meeting.
- To elect Professional Auditors. Professional auditors shall be elected for a two-year term, but may be re-elected. The Auditors are entitled to examine the funds and the accounts of the Society at any time. TheAuditors must submit an annual report of their examination of the accounts of the Society to theTreasurer for report at the General Meeting.
- To receive Annual Reports of the activities of the Society from the President, the Treasurer and the Auditors.
- To agree the membership fee for the forthcoming two years
- To discuss any matters previously notified by members that are on the Agenda
- To elect Honorary Members.
- To consider the termination or suspension of membership.
- To approve the dissolution of the Society.
Article VII: THE BOARD
Section 1: The Board will consist of the President, Past-President, Junior Vice President, Secretary and Treasurer
Section 2: The extended Board will include members of the Board plus co-opted Directors of the Society. The Board may co-opt a number of directors to assist in running the Society. Co-opted Directors will be invited to join the extended Board, but have no voting rights
Section 3: The Society will be represented judicially and extra-judicially by two Board Members in each case. The members of the Board shall be in charge of the administration of the affairs of the Society. At least three Board Members must be present for any decisions to be valid. All decisions of the Board will be taken by a simple majority of votes, the President holding a casting vote, should this be required.
Section 4: The terms of office for Board members shall be for 2 years, the Board being elected at the General Meeting.
Section 5: Board members except the President, Past-President and Vice-President, may offer themselves for re-election.
Section 6: The President shall preside at all meetings, shall preserve order, regulate debates and at the conclusion of his/her term of office shall serve as Past-President for a further two years. All decisions of the Board and the General Meeting must be recorded in the minutes of the relevant meeting and signed by the President as a true record.
Section 7: The Vice-President shall succeed to the Presidency two years after the General Meeting he/she was elected. He/she shall preside in the absence of the President and, when so acting, shall perform such duties as would otherwise devolve upon the President. The Vice-President shall become acting President for any unexpired term if for any reason the President is unable to fulfil his/her duties of office.
Section 8: In the absence of the President and Vice-President, a member of the Board selected by those present shall be the presiding officer.
Section 9: The Secretary shall attend to the correspondence of the Society; shall keep the minutes of Board Meetings and the General Meeting; shall oversee notification of new members of the Society proposed to the Board and notify new members of their election; shall notify members of the General Meeting and the oversee the election of new Board members. He/she shall conduct other such routine executive tasks as may be required by the Board.
Section 10: The Treasurer shall oversee the financial accounts prepared by the Management Company upon order of the Board. He/she shall keep full and accurate books of account, containing a record of all monies received and expended, which books shall be the property of the Society and open to the inspection of the authorised officials at all reasonable times and places. He/she shall oversee collection of membership fees and report all members in arrears. He/she shall submit a written financial report to the Board annually. A summary of this report shall be submitted to the General Meeting.
Section 11: In the case of a member resigning from the Board, the remaining Board Members may co-opt a further member until the next General Meeting when the vacancy may be filled.
Section 12: The Board will propose Auditors to the General Meeting to examine the accounts of the Society.
Section13: All officers of the Society shall work in an honorary capacity.
Article VIII: ELECTION TO THE BOARD
Section 1: The Secretary must send to all members a list of all forthcoming vacancies and ask for proposals.
Section 2: Any member may send a proposal after ensuring that the proposed person is willing to stand.
Section 3: A ballot of all members will then be conducted by the Secretary in such a manner that secrecy shall be maintained.
Section 4: The votes will be counted at the General Meeting.
Article IX: THE CONSTITUTION
Section 1: The constitution may only be changed at a General Meeting. Any amendment must be notified in the Agenda of the meeting.
Section 2: A two thirds vote in favor of the proposed amendment, by eligible voting members present, is required for its approval.
Article X: DISSOLUTION OF THE SOCIETY
Section 1: The dissolution of the Society may only be determined at a General Meeting provided that a majority of two thirds of the eligible voting members present are in favour.
Section 2: Two liquidators will be appointed at the General Meeting to wind up the Affairs of the Society.
Section 3: Upon dissolution of the Society, all assets shall be expended for educational purposes or shall be transferred to an other Association with similar scientific and cultural aims, as decided by the General Meeting. There will not be any distribution of the assets among members beyond legitimate outstanding expenses.