ASSOCIATION ARTICLES (STATUTES/BYLAWS) as of 2022/10
Status: Officially approved
Preamble
The International Society of Dermoscopy (German: „Internationale Gesellschaft für Auflichtmikroskopie“.) was founded in Graz/Austria in 2003.
Since 2003, the purpose of the association is mainly based on the national and international cooperation as well as the exchange of experience in connection with diagnosis, prevention and treatment strategies of skin cancer diseases and inflammatory as well as infectious skin diseases.
Since its foundation in 2003, the international activities of the association have developed further and the circle of members in the international community has expanded considerably. This requires an increased involvement of international bodies in the decision-making of the association.
Austria is the founding country of the association which operates internationally under the association name of “International Demoscopy Society”, short: IDS.
This preamble precedes and is an integral part of the articles of the IDS.
STATUTES
§ 1 Name, seat and field of activity of the association
1.1. The association is called International Demoscopy Society. Within the scope of its international activities, the association uses the English translation of the name „Internationale Gesellschaft für Auflichtmikroskopie“. The association also introduces the abbreviation “IDS” within the framework of both national and international activities.
1.2. The association has its headquarters in Graz, Austria. The association is active nationally (Austria-wide) and internationally (worldwide).
1.3. The activity of the association is non-profit (and not aimed at profit).
§ 2 Purpose of the association
The purpose of the association – hereinafter referred to as IDS for short – is the comprehensive promotion of dermoscopy and other non-invasive skin diagnostic methods. IDS aims to provide education, conduct and support research, and establish and maintain a global interactive network of physicians involved in dermoscopy. All IDS initiatives and activities serve the purpose of providing better healthcare to patients with skin diseases worldwide.
§ 3 Activities to achieve the purpose of the association
The activities of IDS to achieve the purpose of the association are primarily as follows:
- – Coordination of activities and exchange of experience, especially in the field of early detection and prevention of melanoma and other skin cancers, as well as diagnosis of inflammatory and infectious skin diseases.
- – Develop and publish consensus statements and quality standards for the diagnosis and treatment of skin tumors, inflammatory and infectious skin diseases.
- – Promote collaboration in clinical and experimental studies in the field of dermoscopy.
- – Conducting and organizing education and training programs for dermoscopy of skin tumors and inflammatory and infectious skin diseases, as well as organizing the ‘World Congress of Dermoscopy’ and other scientific events and training courses.
- – Coordination and support of national and international scientific activities and projects in the field of dermoscope.
- – Publication of the scientific journal “Dermatology Practical and Conceptual” (https://dpcj.org/). The IDS is responsible for the publication and content of the magazine and owns all copyrights.
§ 4 Raising the necessary financial resources
The funds necessary to achieve the purposes of the association shall be raised by:
- – Revenues from the ‘World Congress of Dermoscopy’ and other events and congresses organized or supported by IDS;
- – Collections, donations or other contributions (e.g. grants, sponsorships, bequests, etc.)
- – Membership fees
§ 5 Members
5.1. The number of members is unlimited. The membership is not transferable.
5.2. Types of membership:
- – Full members (active members)
- – Honorary members
5.2 1. Full (active) members are natural persons who contribute to the goals of the association through active cooperation. After 3 years, the membership must be actively confirmed by the member, otherwise it expires.
5.2.3 Honorary members are natural persons who are appointed as honorary members by the Executive Committee in view of their special merits to the association.
5.3. Acquisition of membership
5.3.1. Only physical persons can become members of the association. Membership is applied for via an online form and exists for a period of three years. After the expiry of years, the membership must be actively confirmed. The Executive Board decides on the first-time admission of full members by simple majority. An application for renewal of an already existing membership is considered approved without any further required vote. Admission can be refused without giving reasons. Honorary members are appointed by the Executive Committee on the proposal of the Executive Board.
5.3.2. The association keeps a register with names and e-mail addresses of members.
5.4. Termination of membership
5.4.1. Membership expires by death, by voluntary resignation, by lapse of time or by exclusion.
5.4.2. Voluntary withdrawal may be declared to the Executive Committee at any time by giving one month’s notice in writing or by e-mail. The date of the postmark or e- mail is decisive for the deadline. Voluntary resignation does not release the member from fulfilling the obligations to the association up to the time of resignation. In case than after the expiration of the three-year membership this is not actively confirmed by the member, this is considered as automatically terminated.
5.4.3. The Executive Committee may expel members for gross violation of membership obligations, for conduct unworthy of trust, for dishonorable conduct. The exclusion becomes legally effective immediately.
The excluded member of the association has the right to object within 30 days after receipt of the declaration of exclusion by a letter addressed to the president of the association and to demand the appointment of a court of arbitration. The date of the postmark or e-mail is decisive for the beginning and end of the deadline.
5.5. Rights and duties of members
5.5.1. All regular (active) members have the right to participate in the General Assembly and events of the association, as well as to use the facilities of the association.
5.5.2. The active and passive right to vote in the General Assembly is only available to ordinary (active) members.
5.5.3. All members are obliged to promote the purpose of the association according to their possibilities, to behave according to the statutes and to follow the decisions of the association’s organs. The members have to refrain from anything that could endanger the reputation and the purpose of the association. Regular members are obligated to pay membership fees on time in the amount decided by the Executive Committee.
§ 6 Bodies of the association
Organs of the association are
- – The General Assembly
- – The Executive Committee
- – The Executive Board
- – The Board of National Representatives
- – The Auditors
- – The Arbitration Court
6.1. The General Assembly
6.1.1. The General Assembly is the highest body of the association. The ordinary General Assembly takes place every three years.
6.1.2. All regular (active) members may attend the General Assembly and are entitled to vote. Each voting member has one vote.
6.1.3. An extraordinary General Assembly shall be held upon resolution of the Executive Committee or the ordinary General Assembly or upon written request of at least 10% of the members or upon request of the Auditors within four weeks from the date of the request.
6.1.4. The Executive Committee shall invite all members by e-mail at least 21 days before the date of the ordinary or extraordinary General Assembly. The invitation must also contain the items on the agenda. The date of dispatch of the e-mail shall be decisive for compliance with the deadline.
The time and place of the General Assembly shall be determined by the president, in his absence by the general secretary.
6.1.5. If an amendment to the statutes of the association is an item on the agenda, the text of the amended statutes shall be sent to the members 21 days before the date of the General Assembly.
6.1.6. The president of the association, or in his absence the general secretary, shall chair the General Assembly. If the general secretary is also prevented, the oldest member of the Executive Board present shall chair the meeting.
6.1.7. The ordinary General Assembly shall constitute a quorum if two thirds of the ordinary members are present. An extraordinary General Assembly shall only constitute a quorum if at least one third of all members (or their authorized representatives) are present. If the General Assembly does not have a quorum at the appointed hour, the General Assembly shall be held 30 minutes later with the same agenda and shall have a quorum regardless of the number of persons present.
6.1.8. Elections and resolutions of the General Assembly are generally carried out by a simple majority of votes. Resolutions to amend the statutes of the association or to dissolve the association, however, require a majority of two thirds of the valid votes cast. In the event of a tie, the president shall have the casting vote.
6.1.9. Proposals for the agenda of the General Assembly must be submitted to the Executive Committee in writing or by e-mail no later than ten days before the date of the General Assembly. Valid resolutions – with the exception of those concerning a motion to convene an extraordinary General Assembly – may only be passed on the agenda.
6.1.10. The following tasks are reserved for the General Assembly
- – Receipt and approval of the statement of accounts and the financial statement;
- – Resolution on the budget estimate;
- – Election and dismissal of the members of the Executive Committee and the Auditors;
- – Decisions on appeals against exclusions from membership;
- – Adoption of resolutions on amendments to the articles of association;
- – Resolution on the voluntary dissolution of the association and the distribution of the association’s funds in the event of dissolution;
- – Discussion and resolution on other items on the agenda.
6.2. The Executive Committee
6.2.1. The Executive Committee is the governing body of the association and manages it. The Executive Committee consists of at least two persons, in any case of the chairman of the association (called president) and the general secretary, who is also the deputy chairman (deputy president). Only natural persons may be members of the Executive Committee. The president of the association is elected for a period of three years by the General Assembly.
Each candidate for association president must propose a candidate for general secretary, who shall be elected on the same ballot as the candidate for association president. The Executive Committee may extend its term of office (in the event of re-election) only once. This corresponds to a maximum term of six years in the same function.
6.2.2. The president of the association shall preside at all meetings of the General Assembly, the Executive Board and the Board of National Representatives. The president of the association shall perform all the duties and exercise all the powers usually associated with the function of a president or a chairman.
6.2.3. The president of the association is responsible for the external representation of the association
6.2.4. The president of the association is authorized to decide and act in matters concerning the General Assembly, the Executive Board or the Board of National Representatives, if the need arises.
6.2.5. The general secretary is responsible for keeping the minutes of all meetings of the General Assembly, the Executive Board, and the Board of National Representatives. The general secretary shall see that all notices are duly given in accordance with law and these bylaws. The general secretary shall be responsible for the safekeeping of all records pertaining to the Executive Committee.
6.2.6. The general secretary shall notify the members of their election to the function of and appointment to committees and shall generally exercise all duties and powers vested in the office of general secretary by law or custom.
6.2.7. The function of the Executive Committee ends by death, expiry of the term of office, resignation or removal. The General Assembly may at any time relieve the entire Executive Committee or individual members of their function. Executive Committee members may resign at any time in writing or by e-mail. The declaration of resignation is to be addressed to the member remaining on the Executive Committee, or in the event of the resignation of the entire Executive Committee, to the General Assembly. The resignation of the entire Executive Committee shall only become legally effective upon the election of a new Executive Committee.
6.3. The Executive Board
6.3.1. Persons to whom special activities are assigned regarding the fulfillment of the purpose of the association may be admitted to the Executive Board.
6.3.2. The Executive Board is formed by the Executive Committee immediately after its election. Each member of the Executive Board has a specific task assigned to him or her by the Executive Committee. The following functions are required to be filled:
- – Treasurer
- – Editor of the official IDS journal
In any case, the former president of the IDS shall become a member of the Executive Board upon expiration of his term of office. Members of the Executive Board – with the exception of the former president of the association – may be reappointed, replaced or dismissed by the Executive Committee at any time during their term of office. The Executive Board shall also include at least five members from the Board of National Representatives, with representation from each continent in which members have their habitual residence.
6.3.3. Executive Board duties:
The Executive Board is the main administrative and management body of the association. The Executive Board shall perform all duties that do not fall within the scope of any other body of the association. The tasks of the Executive Board include:
- – The preparation of the budget, the activity report and the annual financial statement
- – The preparation of the General Assembly
- – The convening of ordinary and extraordinary general meetings
- – The management of the association’s assets
- – Admission, exclusion and deletion of members of the association
- – Hiring and dismissal of employees of the association
- – Coordinating the activities of the Board of National Representatives, as well as determining the representatives of each state (country) on the council.
6.3.4. The treasurer shall be the principal person responsible for the accounting and finances of the association and shall be responsible for keeping adequate books. The treasurer shall be responsible for the receipt and disbursement of all funds of the association and shall generally perform all duties and exercise all powers customarily incident to the office of treasurer.
6.4. The Board of National Representatives
6.4.1. The Board of National Representatives represents the regular (active) members who are habitually resident in different countries (states).
The representatives of each state shall be elected by the regular (active) members residing therein by ballot for a term of three years. This term may be renewed only once. The term of office of a representative of a state can therefore be a maximum of six years.
The number of national representatives of a state, is calculated by the ratio of the active members of the respective country to the total number of members.
The decision on the number of representatives of a state is made by the Executive Board. A state may be represented by a maximum of five representatives
6.4.2. The Board of National Representatives meets once a year.
6.4.3. The Board of National Representatives decides in which state the upcoming world congresses and other official meetings of the association will be held.
6.4.4. Elections and decisions by the Board of National Representatives are made by a simple majority of all votes cast. In the event of a tie, the president of the association shall have the casting vote. The activities of the Board of National Representatives are coordinated by the Executive Board.
6.5. The Auditors
6.5.1. The General Assembly elects two Auditors for a functional period of three years. They can be re-elected once.
6.5.2. The Auditors are responsible for the ongoing business control and the annual audit of the financial statements. They shall report to the General Assembly on the results of the audit.
§ 7 The court of arbitration
In all disputes arising from the association relationship, the Arbitration Court decides. The Arbitration Court is a mediation institution in the sense of § 8 VereinsG (Austrian Law). The court of arbitration consists of five regular members of the association. It it is formed in such a way that each party to the dispute nominates two persons as arbitrators to the Executive Committee within two weeks.
The arbitrators thus nominated shall elect another ordinary member of the association as chairman of the arbitral tribunal by majority vote within one week. In the event of a tie, the nominees shall be decided by drawing lots.
The arbitral tribunal shall reach its decision with a simple majority of votes in the presence of all its members. It shall decide to the best of its knowledge and belief. The parties to the dispute shall be granted a hearing on both sides.
If the arbitral tribunal has not reached a decision within six months, the parties to the dispute shall have recourse to the ordinary courts of law.
Furthermore, the ordinary legal process is open against the decision of the Arbitration Court.
§ 8 The dissolution of the association
8.1. The voluntary dissolution of the association can only be decided in a General Assembly with a 2/3 majority of the valid votes cast. The General Assembly must have been convened for this purpose. At least half of the voting members must be present.
8.2. If this General Assembly does not have a quorum, another General Assembly must be convened within two weeks. This General Assembly decides regardless of the number of voting members with a simple majority of votes. In the event of a tie, the president of the association shall have the casting vote.
8.3. The last Executive Committee of the association shall notify the association authority of the voluntary dissolution in writing and publish it in a medium designated for official announcements.
The last General Assembly must also decide on the liquidation of the association, provided that the association’s assets are available. In particular, it shall appoint a liquidator and decide to whom the assets of the association shall be allocated after the liabilities have been covered.
The assets of the association, if any, shall not benefit the members of the association in any form whatsoever, but shall be used exclusively and in their entirety for charitable purposes within the meaning of §§ 34 ff of the Federal Tax Code (Austrian Law).
Notice: These articles have been translated from the German language. If any disputes shall arise the original German text shall prevail.
