Articles of Association
Updated and Approved 3 June 2017
NAME AND SEAT
1. The name of the Organization is: International Confederation of Plastic Surgery Societies (ICOPLAST)
2. The Organization has its statutory seat in Utrecht, the Netherlands.
1. The purpose of the Organization is to educate, communicate, advocate and advance the specialty of plastic surgery globally, all in the widest sense of the word.
2. The Organization will achieve its purpose by amongst others facilitating communications and education among national plastic surgery societies as well as by all other means that are related thereto or can be conducive to the purpose.
FINANCIAL YEAR / MEMBERSHIP FEE
1. The financial year of the Organization will coincide with the calendar year.
2. The Council of National Delegates may decide that a membership fee is due from the National Societies.
3. In special circumstances the Board may resolve to grant full or partial discharge from payment of the membership fee.
MEMBERSHIP / REGIONAL ASSOCIATONS
1. The membership shall be comprised of one National Plastic Surgery Society in each country, which represents the full scope of plastic, reconstructive and aesthetic surgery.
2. The Council of National Delegates decides upon the admission of a National Society after considering the recommendation of the Board of Directors and may use one or more of the following guidelines:
a. the Society is recognized by the Minister of Health or other government body as the primary organization for the specialty of plastic, reconstructive and aesthetic surgery;
b. the Society is recognized as the major organization in developing the curriculum and training of plastic surgeons in the country where it is based;
c. the Society represents the majority of board certified plastic surgeons or those on a National speciality register for plastic surgery in the country.
3. The ICOPLAST Board will keep a register containing all the names and addresses of its National Societies’ Members of the Organization
4. The members will be divided into the following regions: North America; Central/South America; Europe; Asia; Oceania; Africa and the Middle East (hereinafter: the regions).
5. Regional associations may be formed to represent plastic surgeons in geographical areas.
The Organization shall be governed by:
1. the Board;
2. the Council of National Delegates.
1. The Board will manage the day to day business operations of the Organization, and shall within the objects of the Organization have all appropriate powers to do so. The Board shall be accountable to the Council of National Delegates and the General Assembly for the results of its management of the Organization. The Council of National Delegates shall have the right to recall the Board and request regional federations or societies to nominate replacement members of the Board if the professional management is found to be unsatisfactory.
Duties of the Board
2. The Board shall supervise, control, and direct the business and operations of the Organization, its committees and publications, shall determine its administrative policies and procedures and shall actively promote its purposes. The Board is responsible for the management of finances, the preparation and implementation of budgets and shall supervise the investment and disbursement of its funds. The Board may adopt such rules and regulations for the conduct of the Organization’s affairs as it deems necessary or advisable. The Board shall appoint, prescribe duties and terms of service, supervise and dismiss employees or outside contractors hired to manage day-to-day operations. The Board shall report its activities and decisions to the Council of National Delegates at each duly convened meeting of the Council of National Delegates.
Composition of the Board / Election and Appointment
3. a. The Board shall be comprised of eleven (11) members, natural persons, and the members may be appointed from outside the members. A person is only eligible to become a Board member if he or she is a member of a national society member organization. Board members will be appointed by the Council of National Delegates having been nominated by the members regional plastic surgery organizations in each region.
b. The number of Board seats per region shall be based upon the population of plastic surgeons per region, with no region allowed greater than two voting seats. These initial number of Board members for each region shall be: North America - 2; Central/South America - 2; Europe - 2; Asia - 2; Oceania -1; Africa - 1; Middle East - 1.
c. Each region will conduct its own election to determine its nominees to the Board. The Council of National Delegates will have the final vote on the appointment of the nominees resulting from each regional election.
Officers of the Board
4. The Board will elect its own Chair, Treasurer and Secretary from amongst its members who will each serve a two year non-renewable term in this position.
a. The Chair is not eligible for continuation on the Board of Directors upon the conclusion of his or her term.
b. The Treasurer and Secretary are eligible to continue on the Board of Directors.
c. The Chair has a decisive vote in the event of a tie vote.
All Officer performance will be reviewed on an annual basis by the Council of National Delegates.
Duties of the Officers
5. a. The Chair shall serve as an ex-officio member, with the right to vote on all committees. The Chair shall preside at all meetings of the Council of National Delegates and Board of Directors and shall make all appointments to committees, unless otherwise provided for in these Articles. The Chair shall implement the goals and the objectives in accordance with the purposes of the organization, subject to the direction and approval of the Council of the National Delegates and the Board of Directors.
b. The Treasurer shall be the principal financial officer of the organization and oversee the collection of all dues, assessments, fees, and charges; shall establish and maintain proper accounting procedures; shall deposit the Organization’s funds in such banks, trust companies, and/or investments as approved by the Board of Directors; shall prepare within sixty days of the end of the fiscal year an annual report based upon an audit by a certified public accountant.
c. The Secretary shall be responsible for keeping the minutes of all meetings of the Council of National Delegates and the Board of Directors; shall see that all notices required by law or these Articles are properly given; shall be custodian of the corporate seal and records, shall keep a roster of National Societies within the organization; shall notifyindividuals of their election to office, their appointment to committees; shall perform all duties incident to the office and any other duties prescribed by the Board of Directors of the Organization; shall aid the presiding officer and advise the Board of Directors, committees and National Societies within the organization on questions of parliamentary law; and shall perform all duties incident to the officeand any other duties prescribed by the Board of Directors of the Organization.
Terms and dismissal
6. a. Terms of Board members shall be three years in length, and will be initially staggered to assure continuity on the Board. Board members cannot be re elected. Board members are subject to an annual review of their engagement and performance on the Board by the Council of National Delegates, and their terms may be concluded early based upon non-performance, moral or financial mismanagement, or unacceptable conflict of interest, by a resolution passed by a simple majority of the Council of National Delegates.
6. b. The membership of the Board also ends:
(i) on retirement from professional clinical practice, whether or not by rotation;
(ii) on completion of no greater than five years of service as a member of the Board of Directors;
(iii) in case the Board member is no longer a member of a national member organization;
(iv) in case the National Society, that delegated the Board member, is no longer a member of the Organization, including non-payment of dues;
(v) if a Board member no longer is free to administer its own equity.
BOARD MEETINGS / DECISION MAKING
Quorum of the Board
1. At any meeting of the Board, no less than one-third (1/3) of the members of the Board being present or represented shall constitute a quorum for the transaction of business and for the taking of Board resolutions.
2. Taking into account what has been provided for in paragraph 1 of this Section, resolutions by the Board may only be taken by a majority of votes of those present or represented at a meeting.
3. Meetings of the Board shall be held not less than two (2) times each financial year at such time and place as the Board may determine; one of the meetings must be conducted in person, while the other meetings may be conducted via web or telephone conference call.
4. The Board may take resolutions without holding a meeting provided this is done by electronic means and all members of the Board cast their vote.
COUNCIL OF NATIONAL DELEGATES
Duties of the Council of National Delegates
1. The Council of National Delegates shall be the ultimate governing body of the Organization to which the Board shall be accountable. It shall be responsible for the general supervision and control of the organization. The Council has the authority to make statements of policy, review management reports, elect members to the Board; approve committees; review and approve budgets proposed by the Board and the annual audit; approve dues and assessment amounts as proposed by the Board; and to ratify or refuse other recommendations of the Board. The Board shall have authority to act in the place of the Council of National Delegates in between meetings of the Council of National Delegates, when, in the exercise of the reasonable discretion of the Board of Directors, it is necessary to do so, provided that any such actions shall be submitted to the Council of National Delegates for ratification at its next duly convened meeting.
Composition of the Council of National Delegates
2. Each organization will have one delegate and one alternate delegate. Each delegate(or National Society) holds a number of votes with a maximum of five (5) depending on a vote to member ratio of 1:500. The alternate will be recognized by the Council in the absence of the official delegate. A delegate may also grant a proxy to another delegate in order to represent the absent delegate. Such proxy must be in writing and must be shown to the Chair of the meeting. A delegate cannot hold a proxy for more than two other delegates.
Election of Delegates
3. Each National Society is responsible for the election/appointment of a delegate(s) to represent the national organization.
Term of Delegates
4. Delegates shall be elected for a four year term.
Meetings, Convocation of the Delegates
5. The Council of National Delegates will meet in person once every two years and will, also conduct business, including voting, via electronic means at least twice a year. If a meeting is held in person, such a meeting must be convened in writing by the Board. Communication will take place to the addresses that the National Society members have communicated to the Board and will take place no later than six weeks in advance for face to face meetings and no less than fourteen days in advance of electronic meetings, including the day of the convocation. The communication of each National Society member that has agreed thereto may also be done by electronic means to the address which the member has provided to the Board.
Quorum of the Delegates
6. A quorum of twenty-five (25%) of the National Societies registered is required to conduct business brought before the Council of National Delegates.
7. Unless otherwise provided for by law or these Articles of Association a simple majority is required for votes brought before the Council of National Delegates.
A general assembly may be convened at official congresses of the organization. The General Assembly can be attended by members of the member national plastic surgery organizations. The General Assembly shall serve as a forum for communication with the individual members of National Societies, but shall not have voting rights or governance powers, all of which shall be reserved to the Council of National Delegates and the Board. The General Assembly will receive reports from the Board and the Council of National Delegates in the following areas of interest:
- status of current operations and projects;
- financial report;
- reports of key committees.
1. The Board may at times, identify areas for which the formation of one or more standing committees or special purpose task forces may be appropriate to carry out the work of the Organization. All committees will be approved by the Board. Consistent with the defined purposes of the Organization, there will be four standing committees.
Committee on Patient Safety
2. The Committee on Patient Safety will serve as a resource to national plastic surgery societies, health ministries and the public on the safety and efficacy of new procedures and devices; it will develop guidelines/position statements for dissemination to health ministries worldwide; and will communicate and coordinate breaking news of plastic surgery safety issues to facilitate a coordinated message for dissemination to member National Societies. It will develop and maintain a roster of global "Subject Matter Experts".
Committee on Education
3. The Committee on Education will oversee teaching and training in plastic, reconstructive and aesthetic surgery, and develop and coordinate clinical and other educational content for programs held in conjunction with national and regional society meetings; freestanding congresses when applicable.
Committee on Humanitarian Activities
4. The Committee on Humanitarian Activities will serve as an umbrella organization to set standards, and to promote and support the efforts of plastic surgeons and related charitable care organizations providing volunteer services to areas of need, including disaster relief.
5. a. The Audit Committee will be comprised of three members of the Council of National Delegates, appointed by the Council of National Delegates, and the Treasurer. The purpose of the Audit Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations. The Audit Committee will report the results of the annual audit to the Council of the National Delegates within sixty-days of the close of the fiscal year.
b. Performance Audit. The Audit Committee will provide an annual report on the performance of the individual Board members to be presented to the Council of National Delegates.
Committee on Ethics
6. The Committee on Ethics will serve as an advisory body to member societies over ethical issues in plastic surgery. The committee will work with members on harmonization of ethical standards as agreed upon by its members. It will oversee the Board of Directors Code of Conduct, and serve as an investigative body over any concerns express by a member society or a member of the Board of Directors.
Committee on Professional Standards
7. The Committee on Professional Standards will monitor the environment external to plastic surgery as it relates to the practice of plastic surgery as a distinct and specific profession. It will communicate and clarify to the public and policymakers the education and training required of plastic surgeons. The committee will keep the public informedof newsworthy issues related to plastic surgery.
MANAGEMENT AND REPRESENTATION
1. The Board shall have the authority to hire professional management services for administration of the organization. The Board shall be accountable to the Council of National Delegates for the results of its management of the Organization, and the Council of National Delegates shall have the right to recall the Board and request regional federations or societies to nominate replacement of Board members if the professional management is found to be unsatisfactory.
2. At the discretion of the Board the organization can be represented by two members of the Board from two separate regions, acting jointly.
The Organization will maintain separate bank accounts from any management organization, and shall designate two members of the Board who will have signatory authority over the account, one of whom shall be the treasurer. The Board may appoint/grant proxy to an executive manager who will have signing authority and who will be limited by an amount set by the Board.
DISSOLUTION AND LIQUIDATION
1. The Organization can be dissolved by a resolution of the Council of National Delegates, which resolution can be taken by a majority of the votes cast. Such resolution can be taken in a meeting or by electronic means. In the event the resolution is taken by electronic means, the resolution can also be taken by a majority of the votes, provided thatall members of the Council of National Delegates have taken part in the electronic voting.
2. If the Organization is dissolved pursuant to a resolution of the Council of National Delegates, its assets will be liquidated by the Board, unless the Council of National Delegates resolves otherwise.
3. The credit balance after finalizing the liquidation procedure shall be distributed to a purpose to be determined by the Council of National Delegates and which purpose is in conformity with the purposes of the Organization.
These articles of association may be amended by a resolution of the Council of National Delegates, which resolution can only be taken by a majority of two/thirds of the votes cast in a meeting of the Council of National Delegates. The resolution may also be taken by electronic means. In the event the resolution is taken by electronic means, the resolution can also be taken by a majority of two/thirds of the votes. Such resolution is valid only if all members of the Council of National Delegates have consented in this way of decision making.
In standing rules a further arrangement for all subjects that would require so, can be laid down. Standing rules may not violate the law or these articles of association.
The Council of National Delegates will decide in all cases not provided for by the Articles of Association or the law.
In deviation of Section 6.3 of these Articles of Association the first members of the Board will be appointed in this deed.