OFFICE TRANSLATION-
INTERNATIONAL ASSOCIATION FOR AMBULATORY SURGERY
International Association for Ambulatory Surgery – I.A.A.S.
Registered Office : Corneel Heymanslaan 10, 9000 Gent, Belgium.
Incorporated as International Scientific Non-Profit Association according to Belgian Laws by Royal Decree on May 14th, 1996.
Company Number 458.707.654
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Bylaws
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Original Bylaws: Brussels, Original Bylaws: Brussels, Belgium, May 21, 1996
Revised text: Geneva, Switzerland, April 22, 2001.
Revised text: Lisbon, Portugal, May 8, 2010
Revised test: Oslo, Norway, May 24th 2024.
Article 1. Name and legal form
1.1. The international non-profit making association is established under the name “International Association for Ambulatory Surgery”, abbreviated as “I.A.A.S.”, (hereinafter referred to as “the Association”).
1.2. The Association is a non-profit making association under the Belgian Code of Companies and Associations, introduced by the Act of 23 March 2019 and published in the Moniteur Belge/Belgisch Staatsblad on 4 April 2019, (hereinafter referred to as “CAC”).
1.3. All deeds, invoices, announcements, publications, letters, orders, websites and other documents, whether or not in electronic form, emanating from the Association, shall mention the Association’s name, legal form, the precise indication of the registered office, the company number, the word “rechtspersonenregister” or the abbreviation “RPR”, followed by the mention of the seat of the court within whose jurisdiction the Association has its registered office, when applicable, the e-mail address of the Association and, when applicable, the fact that the Association is in liquidation.
Article 2. Registered office and duration
2.1. The registered office of the Association is located in the Flemish Region .
The registered office of the Association may be moved to any other place in Belgium by decision of the General Assembly. The General Assembly may establish other offices and branches in Belgium and in other countries.
2.2.. The Association is established for an indefinite duration.
Article 3. Disinterested purpose of international utility and activities
3.1. The Association is multidisciplinary and is open to anyone interested in ambulatory surgery.
The Association’s disinterested purpose of international utility is:
– serving as an international multidisciplinary forum for the exchange of information and the advancement of ambulatory surgery;
– encouraging the development and expansion of high quality ambulatory surgery;
– promoting education on ambulatory surgery;
– promoting research on ambulatory surgery and distributing the results of this research;
– acting as a database for information regarding ambulatory surgery;
– acting as an advisory body to parties interested in developing and maintaining a high quality standard for the treatment of patients in ambulatory surgery;
– establishing good relations with other associations or groups with an interest in ambulatory surgery;
– imparting of the benefits of ambulatory surgery to patients, policymakers, and health professionals;
– encouraging the development of national associations of ambulatory surgery.
To achieve its disinterested purpose of international utility, the Association’s object includes the following activities:
– organising international scientific congresses and meetings;
– organising lectures, webinars and workshops;
– establishing courses and training;
– participating in and organising international projects;
– determining guidelines;
– providing consultancy;
– distributing magazines, handbooks and other publications.
3.2. The Association may engage in any activities that directly or indirectly contribute to the realisation of the aforementioned disinterested purpose of international utility, including ancillary trading activities, the proceeds of which will be earmarked for the realisation of the disinterested purpose of international utility.
The Association may exercise property or other rights in rem over movable and immovable property assets necessary for the realisation of its purpose.
Article 4. Members
4.1 Categories
a. The Association consists of full members, associate members, individual members, honorary members and founding members.
Regardless of which category they belong to, all members have the following rights :
– they enjoy the general benefits associated with membership of the Association;
– the right to be involved in the Association’s projects;
– access to the restricted areas of the Association’s website;
b. The Association shall have at least two full members. The maximum number of members is unlimited.
c. By accepting membership of the Association, members, whatever category they belong to, declare that they will accept and respect the Articles of Association, the Internal Rules and the decisions taken by the Association’s Management Body.
d. Members are not liable for the obligations entered into by the Association.
4.2.Full members
a. Any independent non-profit association of physicians and/or nurses and/or managers, whose purpose is consistent with that of the Association, and whose main interest is ambulatory surgery, may apply for full membership.
Such an association should be significantly representative in the field of ambulatory surgery in its own country, or internationally, and should have a strong interest in promoting education, research, and the realisation of quality criteria and guidelines in the field of ambulatory surgery.
Barring very exceptional circumstances, only one full member per country shall be admitted to the Association. The General Assembly shall decide at its discretion whether very exceptional circumstances are applicable.
b. Full members have all rights and obligations of “members” in accordance with the CAC, as well as the right to:
– appoint two delegates to the General Assembly of Members in accordance with Article 5.1 of the Articles of Association. The expenses incurred by the appointed delegates to attend the meetings of the General Assembly shall be reimbursed by the Association, in accordance with the rules stipulated in the Internal Rules;
– elect appointed delegates to become a member of the Management Body of the Association, in accordance with Article 6.1. of the Articles of Association.
4.3. Associate members
a. Any organisation that has shown a great determination to help develop ambulatory surgery may apply for an associate membership.
Associate members of the Association must pursue goals consistent with those of the Association and must have a keen interest in ambulatory surgery.
Associate members of the Association do not need to fulfil any of the other criteria determined for full membership.
b. Organisations from a country that already has a full member or an associate member may apply for associate membership.
c. Associate members do not have the right to appoint delegates to the General Assembly of members.
Given the Association’s objective of promoting ambulatory surgery, associate members are permitted, and encouraged, to attend the meetings of the General Assembly of Members, but without the right to vote.
Expenses incurred by associate members for attending meetings of the Association will not be reimbursed.
d. Members of organisations that are part of the Association as associate members cannot be appointed to the Association’s Management Body.
4.4 Individual members
a. Any natural person who has shown a great determination to help develop ambulatory surgery and who is from a country that has no full or associate members of the Association may apply for individual membership.
b. Natural persons from a country that already has a full of associate members should join these national organisations.
c. Individual members do not have the right to appoint delegates to the General Assembly of members.
Given the Association’s objective of promoting ambulatory surgery, individual members are permitted, and encouraged, to attend the meetings of the General Assembly of members, but without the right to vote.
d. Individual members cannot be appointed to the Association’s Management Body.
4.5 Honorary members
a. The General Assembly may appoint individuals of great eminence who have made major contributions to the purpose of the Association as honorary members.
b. Honorary members are appointed for life.
Honorary members have the right to attend the meetings of the General Assembly of members, but without the right to vote. Honorary members do not have the right to appoint delegates to the General Assembly of members.
Expenses incurred by honorary members for attending meetings of the Association will not be reimbursed.
4.6 Founding members
a. All organisations that joined in 1995 and 1996 are considered founding members.
b. Founding members are members for life.
Founding members have the right to attend the meetings of the General Assembly of members, but without the right to vote. Founding members do not have the right to appoint delegates to the General Assembly of members.
Expenses incurred by founding members for attending meetings of the Association will not be reimbursed.
4.7 Admission
a. Applications for membership shall be submitted using the forms provided on the Association’s website. The President shall refer applications for evaluation to an Application Committee, composed of at least three persons appointed by the Management Body.
b. The Applications Committee will report to the Management Body after receiving the advice, if necessary, of members of the Association from the same country as the candidate.
In case of approval, or in the absence of a member from the same country as the candidate, the Management Body, by recommendation of the Application Committee and the President, will decide whether to provisionally admit the candidate as a full member, an associate member or an individual member, or to reject the application.
c. The General Assembly makes the final decision on whether to accept the candidate as a member at its next meeting. The General Assembly may decide at its discretion and without further justification that a candidate is not accepted as a member.
d. The membership fee, as referred to in Article 8 of the present Articles of Association, is due from the moment of final acceptance of membership by the General Assembly.
4.8 Resignation, exclusion and suspension of members
a. Members, whatever their category, are free to resign from the Association at any time, by sending a registered letter addressed to the President at the address of the Association’s registered office.
b. A member shall be deemed to have resigned if its due membership fee is not paid within one month after reminder past by registered letter.
c. The membership of any member, whatever category they belong to, may be terminated through a decision of the General Assembly, with a majority of two-thirds of the votes present or represented, and only after the member has been heard or duly summoned to present arguments against the termination.
d. The Management Body may, pending a decision by the General Assembly, suspend a member who has committed serious offences against the honour, decency or the Articles of Association of the Association.
4.9 Exclusion of rights to the Association’s property
No member, nor his heirs or beneficiaries, may assert or exercise any claim to the property of the Association. Nor can they seek repayment of dues paid, contributions paid or other payments made to the Association.
Article 5. The General Assembly of members
5.1.Composition
The General Assembly of Members consists of delegates appointed by the full members.
For each country that has one or more full members, a maximum of two delegates may be appointed to the General Assembly of Members. Delegates are appointed by the international organisations recognised as full members.
When a country has two full members, each of these full members, as a rule, appoints one delegate to the General Assembly of Members.
When a country has more than two full members and they cannot agree among themselves on the appointment of delegates, the General Assembly shall decide in their place, taking into account in particular the number of affiliates of each member and their multidisciplinary character.
b. The term of office of their appointed delegates to the General Assembly is determined by the full members.
c. The full members may appoint representatives if their appointed delegates cannot attend the General Assembly themselves. Full members may replace their representatives in the General Assembly at any time.
d. The General Assembly will arbitrate on any matter of appointment of delegates at the request of the full members; its decision is final.
5.2. Voting rights
a. Only appointed delegates are entitled to vote.
As a rule, each appointed delegate has one vote. An appointed delegate has two votes if they are the only delegate appointed per country.
b. Each appointed delegate may be represented by a substitute or another appointed delegate, who holds a written proxy.
A delegate in person cannot carry more than two (2) proxies.
e. Voting by mail or fax: the Management Body may decree to vote by mail or fax at its discretion. Voting delegates must receive the documentation at least twenty-one (21) days prior to the voting date.
f. In case of a tie, the President or the Director replacing him shall cast the decisive vote.
5.3. Powers
The General Assembly is the supreme authority of the Association. The General Assembly has the exclusive power to:
a. Amend the Articles of Association;
b. Appoint and dismiss directors and auditors and decide on their remuneration;
c. Discharging directors and supervisory directors:
d. Approve the budget and accounts;
e. To approve the voluntary dissolution of the Association;
f. To appoint and remove the full members and other members;
g. Exercise all other powers as provided by law or the Articles of Association.
5.4. Convocation
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 request of at least eight (8) members of the General Assembly.
The invitation to the General Assembly should be sent by mail, fax or e-mail at least twenty-one ( 21 ) days before the day of the meeting and contain the items on the agenda, a proxy form and, if necessary, other documents attached.
5.5. Decisions
a. All resolutions of the General Assembly for which no greater majority is prescribed by law or by these Articles of Association shall be passed by majority vote of members present or represented, and, for a resolution to be valid, half of the members of the General Assembly of members must be present or represented.
b. If, at a first General Assembly, a quorum of members present or represented is not reached, a second General Assembly shall be convened within one month, with the same agenda.
The General Assembly may decide by simple majority, regardless of the number of members present or represented at this 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 the Secretary General (or their appointees) 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 registered office of the Association, where they may be consulted by any person who can prove an interest.
5.6. Amendment of the Articles of Association
a. Any proposal whose purpose is to amend the Articles of Association must be issued by the Management Body, or by at least one quarter of the full members of the Association.
b. The Management Body must provide the proposal of the amendments of the Articles of Association to the appointed delegates of the Association, as well as the date of the meeting of the General Assembly at which the proposal will be voted, at least 21 days before the set date on which the General Assembly will take its decision.
c. The General Assembly cannot take valid decisions unless two-thirds of the voting delegates and/or their representatives are present or represented.
No decision will be ratified if it is not voted by a two-thirds majority.
d. Notwithstanding, if a given General Assembly does not convene two-thirds of the appointed delegates and/or their representatives, a subsequent meeting shall be called under the aforementioned conditions, which will definitively and validly decide on the proposal in question, regardless of the number of delegates and/or representatives present.
e. When an amendment of the Articles of Association relates to the purpose of the Association, the amendment can only be ratified when four-fifths of the voting delegates and/or their representatives are present or represented at the General Assembly.
If, at the first meeting, less than two-thirds of the voting delegates and/or their representatives are present or represented, a second meeting may be scheduled, and the General Assembly will then be able to validly deliberate and ratify amendments by a majority of four-fifths of the voting delegates, regardless of the number of delegates and/or representatives present.
The second General Assembly may not be held within 15 days following the first meeting, but must be convened within one month.
f. The amendments to the Articles of Association concerning the powers of the General Assembly and its way of convening and decision-making, as well as the conditions under which its decisions are notified to the members, as well as the conditions for amendment of the Articles of Association, for dissolution and liquidation and allocation of the net assets, must be conducted by authentic deed executed before the notary public.
If the amendment of the Articles of Association concerns the purpose or activities of the Association, it must be approved by the King.
The amendment of the Articles of Association is published in the annexes to the Belgisch Staatsblad/Moniteur Belge.
Article 6. The Management Body
6.1. Composition
a. The Association shall be governed by a Management Body composed of up to 12 Directors, at least one of whom shall be a citizen of the European Union.
The Directors exercise their mandate unremunerated.
If a legal person is appointed Director, it must appoint a natural person as a permanent representative.
b. The Directors shall be appointed exclusively from the delegates appointed by the full members as referred to in Article 5.1. of the Articles of Association. The Directors are appointed by the members of the General Assembly by a simple majority of the votes of the members present or represented.
Vacant seats will be included in the agenda of the General Assembly meeting, along with the names of the Directors who are eligible and willing to stand for re-election, as well as a call for proposals from candidates standing for election.
At the General Assembly meeting, a list of all candidate Directors will be drawn up, which will be communicated to all appointed delegates.
Any member of the General Assembly may propose one or more candidates for election to the office of Director.
Appointed delegates vote on a ranking basis of candidates. The vote is secret.
Vacant Directorships will be allocated according to the ranking achieved in the vote.
c. A Director’s mandate terminates automatically when the Director does not exercise his appointed function.
d. A Director may be dismissed at any time and with immediate effect by the General Assembly, which decides at its discretion and without motivation by a simple majority of the votes cast by the members present or represented.
e. A Director may resign at any time by giving written notice to the President of the Management Body. After submitting his resignation, the resigning Director shall be obliged to continue his duties until his replacement can be reasonably provided for.
f. Vacant Directorships may be filled by the Management Body by a co-opted Director until a final appointment takes place at the next annual meeting of the General Assembly.
g. The Management Body shall appoint, among its members, 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. The Management Body shall appoint the members of the Application Committee from among its members. The Application Committee shall consist of at least three persons.
h. If deemed useful, appointed delegates who have not been elected to the Management Body may attend meetings of the Management Body, without having voting rights.
6.2. Powers
a. The Management Body is authorised to take all actions and decisions that are necessary or expedient to realise the object and disinterested purpose of international utility of the Association, except for those decisions for which the General Assembly has exclusive competence according to the CAC or the current Articles of Association.
The Management Body represents the Association in all legal and other matters.
b. Without prejudice to the general power of representation of the Management Body as a college, and without prejudice to delegation in accordance with the conditions and modalities defined in these Articles of Association, the powers of the Management Body shall be validly exercised in relation to third parties by at least two Directors, (one of whom shall be the President, Treasurer or Secretary General) acting jointly.
c. The Management Body may delegate all or part of its powers, including the associated signing authority, to one or more of its members, with or without the possibility of further delegating that power.
The member or members to whom these powers are delegated shall in such case bear the title of Managing Director.
The Managing Director(s) may act alone or jointly, within the limits of the powers delegated to him or them.
6.3. Convocation
a. The President convenes the Management Body at least once a year or more according to the necessities of the Association’s governance, or at the request of at least five (5) Directors.
In the latter case, the President convenes a meeting within twenty-one (21) days.
Participation to all meetings of the Management Body can be undertaken by teleconference.
The invitation to the meeting of the Management Body should be sent by post, fax or e-mail at least twenty-one (21) days before the day of the meeting and contain the agenda items, a proxy form and, if necessary, other documents attached.
b. The President may convene the Management Body in case of urgency, if necessary.
6.4. Decisions
a. Decisions of the Management Body are taken by a simple majority of the Directors present or represented, and for a decision to be valid, half of the Directors must be present or represented.
If, at an initial meeting, the quorum of Directors present or represented is not reached, a second meeting with the same agenda must be convened within one month.
This second meeting may decide by simple majority regardless of the number of Directors present or represented.
b. Postal or fax voting: the Management Body may take a discretionary decision to vote by post or fax. The Directors must receive the documents at least twenty-one (21) days before the date of voting.
c. In the event of a tie, the President has a casting vote.
d. Decisions of the Management Body are recorded in the minutes, which are signed by the President and the Secretary General or a Director, as well as Directors who request to do so.
e. These minutes shall be retained in a register specially provided for the purpose, held at the registered office of the Association. All members may consult the minutes and decisions of the Management Body in accordance with the CAC.
6.5. Liability
a. The Directors are not personally bound to fulfil the obligations of the Association.
b. Towards the Association and towards third parties, the liability of the Directors shall be limited to the fulfilment of the mandate given to them in accordance with the law, the CAC and the present Articles of Association.
Directors are liable only for decisions, acts or behaviour manifestly outside the range within which normally prudent and careful directors, placed in the same circumstances, could reasonably differ. Directors are only liable for those errors which are personally attributable to them as directors in their mandate of (day-to-day) management. This liability is joint and several unless the directors had no part in the error and reported the alleged error to all members of the Management Body. This report as well as the discussion to which it gives rise shall be recorded in the minutes.
6.6. Replacement of Directors
Any Director may be replaced at a meeting by another Director, who shall be given a written power of attorney. A Director cannot carry more than two (2) proxies.
6.7. Replacement of the President
The President convenes and presides over meetings of the Management Body and the General Assembly of members. The President may appoint the Newly Elected President or the Vice-President to replace him in his absence.
6.8.Duration of the mandate
Members of the Management Body are elected for a term of two years.
They may be re-elected for no more than 10 consecutive years. They must then resign for a period of two years before being eligible for re-election.
The Newly Elected President shall become the President at the end of his term of mandate. After the end of his two-year term of mandate, the President shall continue to serve the Management Body for two years as Immediate Past President, and thereafter as Past President for a further period of two years.
6.9. Publication requirements
The appointment of the members of the Management Body and of the persons authorised to represent the Association as well as their termination of office shall be made public by filing in the Association’s file, and by publishing an extract in the annexes to the Belgisch Staatsblad/Moniteur Belge. These documents must in any event show whether the persons representing the Association bind the Association individually, jointly or as a college, as well as the extent of their powers .
6.10. Conflict of interest
If a Director has, directly or indirectly, an interest of a proprietary nature that conflicts with the interest of the Association, this must be disclosed to the other directors before the Management Body takes a decision. The declaration and explanation of the nature of this conflicting interest must be included in the minutes of the meeting of the Management Body that is to take the decision. The Management Body is not allowed to delegate this decision. If the majority of the Directors have a conflict of interest, the decision or transaction is submitted to the General Assembly of members. If it approves the decision or transaction, the Management Body may implement it.
Article 7. International congress
Every two years, the Association organises an international congress under the name “International Congress on Ambulatory Surgery”.
Article 8. Membership fees
Full, associate and individual members pay an annual fee. Upon the advice of the Management Body, the amount of the annual fee for the coming year is set by the General Assembly of members.
Article 9. Working language
9.1.The working language of the Association is English.
All documents subject to publication formalities in accordance with the CAC shall be filed, electronically or otherwise, in Dutch. If deemed necessary by the Association, these documents may be translated and filed, electronically or otherwise, in English.
9.2 In the event of a discrepancy between the documents in Dutch and the English translation, the latter translation cannot be invoked against third parties. However, such third parties may rely on the voluntarily disclosed translation, unless the Association proves that the third parties had knowledge of the Dutch version referred to in the first paragraph.
Article 10. Audit
10.1. The General Assembly appoints one or two delegates as Auditors.
Auditors cannot be members of the Management Body. The Auditors will exercise their function without remuneration.
10.2. Auditors will be appointed for one year. Subsequently, they cannot be reappointed without a break of at least one year.
10.3. The Auditors, jointly or individually, shall have unrestricted access to the books and documents of the Association. They will submit an annual report to the General Assembly regarding the legal and operational compliance and financial probity of the Association.
They will present their report at the Annual meeting of the General Assembly of members.
10.4. A Auditor may resign at any time. In the event of resignation, the Auditor shall exercise its mandate until the end of the current financial year.
If the Auditor is dismissed, his function ends immediately.
10.5. The General Assembly is exclusively authorised to dismiss the Auditor.
Article 11. Budget and accounts
11.1. The financial year ends on 31 December.
11.2. Accounts shall be kept in accordance with the provisions of Art. 3:47 CAC and the Royal Decree of 29 April 2019, as well as all other applicable sectoral regulations.
11.3. The Management Body must submit the annual accounts for the previous year, and the budget for the coming year, to the General Assembly for approval.
An approved account should be made available to all members of the Association, including associate and individual members if they request so.
11.4.The General Assembly may establish a reserve fund, and determine the amount and modalities of contributions to this fund by each member.
Article 12. Legal association file
At the registry of the corporate court of the registered office of the Association, the file of the Association is kept, in which the following should be deposited :
– the Articles of Association and its amendments;
– the coordinated text of the Articles of Association after their amendment;
– the deeds relating to the appointment, dismissal, resignation and reappointment of the Directors and of the persons authorised to represent the Association. These deeds shall state the name and first names, place of residence, date and place of birth, the extent of their powers, as well as the manner in which they exercise them;
– decisions concerning the nullity, dissolution and liquidation of the Association;
– the Association’s annual accounts.
Article 13. Dissolution
13.1. Without prejudice to Article 10:6 CAC, any proposal to dissolve the Association must emanate from the Management Body, or at least one-fourth of the full members of the Association.
13.2. The Association may be dissolved by a decision of the General Assembly taken by a majority of three-fourths of the voting delegates and/or their representatives present.
13.3. At the request of the Public Prosecutor or any interested party, the dissolution of the Association may be ordered if the Association:
– uses the Association’s funds or income for a purpose other than that for which the Association was formed;
– is insolvent;
– has no Management Body;
– acts in serious violation of the Articles of Association, the law or public order.
13.4. In the event of voluntary dissolution, the General Assembly shall appoint one or two liquidators from the Management Body and determine their powers.
13.5. As of the decision to dissolve, the Association shall always state that it is “in liquidation” in accordance with Article 2:115, §1 CAC.
13.6. In the case of 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.
Article 14. Internal Rules
14.1. The Management Body may submit Internal Rules to the General Assembly.
The General Assembly may amend these Rules by a simple majority of the voting delegates and/or their representatives present.
14.2. The Internal Rules cannot contain provisions contrary to mandatory legal provisions or the current Articles of Association or on matters for which the CAC requires a provision in the Articles of Association.
14.3 The Internal Rules and any amendment thereof shall be communicated to the members in accordance with Article 2:32 CAC.
14.4 The latest version of the Internal Rules is located at the address of the Association’s registered office.
Article 15. Closing provision
Matters not addressed in these Article of Association, and in particular publications in the annexes to the Belgisch Staatsblad/Moniteur Belge, shall be regulated in accordance with the provisions of the law.”
3. Vote regarding the adoption of the proposed amendment of the Articles of Association.
The General Meeting accepts the proposed amendment of the Articles of Association explained under the 2nd item on the agenda with unanimity.