- The name of the organisation shall be European Society for Cardiovascular and Endovascular Surgery (ESCVS), hereinafter referred to as the Society or ESCVS.
- The registered office of the Society shall be Bonin Uffer Rechtsanwälte, Dufourstrasse 32, 8008, Zürich.
- The Society is an entity with legal personality acting in compliance with Article 60 et seq. of the Swiss civil code.
1. The Society shall act within Switzerland and worldwide and in performing its statutory objective the Society may also act within the boundaries of other countries, respecting the local laws.
2. The Society may open its country branches.
3. The Society may cooperate with similar national and international organisations and may be their member.
4. The Society may conduct economic activity. The ensuing profit shall be used towards the fulfilment of its statutory objective and may not be divided between its members.
5. The activity of the Society is based on its members’ volunteer work. The Society may have employees or may commission other individuals or entities to perform certain tasks.
1. The Society may use badges and stamps in compliance with relevant regulations.
2. The official language of the meetings of the Society shall be English, with the exception of documents required by law to be drawn up in the German language.
THE OBJECTIVE OF THE SOCIETY AND ITS FULFILLMENT
The objective of the Society is to:
1) promote medical scientific and clinical research, with special emphasis on cardiovascular diseases;
2) monitor the development of the medical art, science and therapy of cardiovascular diseases;
3) coordinate and disseminate the theoretical and practical medical knowledge, with special emphasis on cardiovascular diseases;
4) facilitate the exchange of ideas in the field of cardiovascular diseases, particularly through scientific meetings and personal contact between cardiac and vascular specialists;
5) be constantly concerned for the level of physicians’ and other medical staff’s education;
6) promote new, innovative treatments.
The Society shall fulfill its objective through:
1) public speaking and expressing its stance;
2) organising conferences, workshops, scientific meetings, and especially the annual International ESCVS Congress;
3) conducting advisory and informative activity;
4) organising competitions and granting awards for outstanding work in the field of cardiovascular diseases;
5) conducting editorial activity in the form of guidelines, position statements, recommendations in modern cardiac, vascular and endovascular surgery and medicine as well as other journals, brochures, books and other scientific and informative materials, within its own resources or by commissioning specialized entities;
6) organising national meetings, workshops and teaching sessions related to cardiovascular disease diagnostic and therapies for physicians in training (residents) and specialists during annual ESCVS Congresses;
7) undertaking other actions conducive to the fulfillment of the statutory objective of the Society.
1. The members of the Society must be private entities with the capacity to undertake legal transactions and must not be devoid of civil rights.
2. Foreigners, regardless of their place of residence, may become members of the Society in compliance with the legal regulations applicable to Swiss nationals.
1. There shall be four classes of membership:
a) Active Member;
b) Honorary Member;
c) Trainee Member;
d) Industrial Member.
2. All members of the Society, except for the Honorary Members, are obliged to pay the membership annual dues.
3. All members are obliged to abide by the rules set forth in the Constitution.
4. Each member may at any time resign by written notification to the Secretary General.
To be accepted as a member, the candidate must apply for membership in the Society (member’s declaration). The application shall be made in writing upon forms provided by the Secretary General to the Organising Secretariat of the Society. At the first available annual General Assembly, a candidate for a member shall be promoted as a member of the Society.
Honorary Membership is reserved for individuals with outstanding achievements in the field of cardiovascular diseases who have achieved prominence in medicine and have contributed to the advancement of the Society or the knowledge of cardiovascular diseases.
1. Trainee Membership shall be reserved for candidates who are still in training/specializing and who have already contributed to the knowledge of cardiovascular diseases.
2. Trainee Members shall pay a reduced annual membership dues, including the subscription to the Journal.
Industrial Membership shall be reserved for individuals who are active in companies with special interest in cardiovascular diseases.
1. Active and Honorary Members of the Society have the right to:
a) participate in the General Assembly and take part in voting;
b) elect members of the Standing Committees and to be elected as such;
c) participate in meetings and events organized by the Society.
2. Members listed in point 1 are obliged to:
a) actively participate in ventures organized by the Society;
b) respect the Constitution of the Society,
c) not to interfere with organisational solidarity of the Society,
d) regularly pay the membership dues (with the exception of Honorary Members).
1. Trainee and Industrial Members have the right to:
a) participate in the General Assembly (with the exception of Industrial Members), but without the right to vote.
2. The Members listed in point 1 are obliged to:
a) respect Constitution of the Society;
b) not to interfere with the organisational solidarity of the Society;
c) regularly pay the membership dues.
1. The acceptance as a Member of the Society is decided upon by the Executive Committee, with the exception of point 3.
2. A candidate may appeal from the Executive Committee’s negative decision to the General Assembly.
3. Honorary Membership shall be decided upon by the General Assembly and take the form of an act.
4. The list of the Members of the Society is the responsibility of the Secretary General.
5. If required, each member shall be furnished with a certificate of membership and a copy of the Constitution.
Membership expires through:
a) Written resignation,
b) Death of a member – a private entity, loss of full legal capacity or loss of civil rights,
1. A member of the Society may be excluded from the Society in the event of breach of the Constitution passed by the organs of the Society in compliance with the Constitution.
2. The exclusion takes place in the form of a resolution of the General Assembly as of the date of passing that resolution following an application by the Executive Committee, with the exception of point 3. The resolution must contain justification.
3. The exclusion resolution must be preceded by a written warning issued by the Executive Committee. If this warning is not heeded within one month from the date of such notice, the Executive Committee has the right to apply for the exclusion of that member.
ORGANS OF THE SOCIETY
- The Organs of the Society shall be:
a) The General Assembly of the Members of the Society (hereinafter referred to as the General Assembly),
b) The Executive Committee of the Society (hereinafter referred to as the Executive Committee).
- In compliance with the Executive Committee’s act, there shall be a General Assembly at least once a year, before 25 June of each year.
- The exact date of the General Assembly, together with the agenda, shall be communicated by the Secretary General, which shall take place through electronic mail sent to the address indicated by each member in their membership declaration at least 30 days before the planned date of the General Assembly.
- The responsibilities of the General Assembly include:
a) appointing the officers of the Executive Committee;
b) choosing the date of Annual Scientific Meeting of the Society as well as the country venue in which it shall take place;
c) introducing changes into the Constitution;
d) granting the title of Honorary Member;
e) considering appeals from the Executive Committee’s decisions with regard to refused Society membership;
f) accepting annual financial report and other Executive Committee’s reports;
g) fixing the types and amounts of membership dues;
h) granting Active and Honorary Memberships; deciding on exclusion from the Society;
j) other matters non ascribed in the Constitution to other organs of the Society.
- The sessions of the General Assembly shall follow the agenda accepted with a majority vote.
- The General Assembly shall be presided over by the President or a person appointed by the President.
- The resolutions of the General Assembly shall be passed with a majority vote.
- The Executive Committee shall be composed of the following officers having the right to vote:
a) the President of the Society;
b) the President-Elect;
c) the last two Past Presidents;
d) the Secretary General;
e) the Associate Secretary General;
f) the Councillors – four;
g) the Treasurer.
- The President of the Society shall preside at Annual Scientific Meetings and Business Meetings of the Society.
- Each President of the Society shall be elected two years before he assumes the office of President. During these years he shall be known as the President-Elect. The Presidency shall normally alternate between a vascular surgeon and a cardiac surgeon. In the event of the incapacity of the President, the President-Elect shall assume
office until the next Annual General Assembly.
The term of office of the President shall be two years, without eligibility for re-election.
- The Secretary-General shall keep an accurate record of all the business, except that of the Treasurer, and of all scientific activities of the Society. He shall have charge of the routine business of the Society and may utilize such systems for carrying on the business of the Society as may be authorized by the Executive Committee. He shall attest and fix the seal of the Society to all documents, which require it. He shall be custodian of all the books, documents and papers belonging to the Society, except those of the Treasurer. He shall notify Members of their election. He shall keep a list of the Members and record their dates of appointment and retirement.
He shall ensure that a list of Members of the Society and of the Members of the Standing Committees is published under the title “Members of the Society and Members of the Standing Committees of the ESCVS” in the official journal. He shall be the Secretary of the Annual General Assembly and any other committees which may be created, and in this capacity he shall prepare and circulate the agendas and keep the minutes of these meetings, which shall be circulated to the members of the Committees prior to the next meeting. He shall represent the Society officially for any duty or commitment of the Society excluding those activities in relation to the duties of the Treasurer.
The Secretary General shall hold the office for five years. He shall be eligible for re-election for a further period of five years.
- The Associate Secretary-General shall assist with the duties of the Secretary-General. Should the Secretary-General be unable to perform the duties of the office, the Associate SecretaryGeneral shall assume these duties, if so directed by the Executive Committee of the Society. The Associate Secretary General shall hold the office for five years. He shall be re-eligible for reelection for a further period of five years.
- The Treasurer, who needs not be a medical practitioner or a member, shall be the custodian of the funds of the Society and of any and all securities which are the property of the Society, and keep an accurate record of each. He shall be responsible for all correspondence incident to the Treasury of the Society. He shall keep adequate records of the cash and bank accounts in the name of the Society. He shall keep an account of all money collected and received by the dues, contributions, bequests or otherwise, and all details showing the financial standing of the Society. Together with Secretary General he shall prepare the annual financial report and present it to the Executive Committee and to the Society at its Annual General Assembly. The Treasurer may conduct the financial business of the Society as may be authorized by the Executive Committee.
To each Active Member he shall render a bill for an annual assessment, which shall include the Member’s contribution to the Society and expenses incurred by the Society for the offices of the President, Secretary-General and Treasurer. These bills may be submitted individually to each Member, or collectively at the General Assembly whichever is considered
appropriate by the Executive Committee. The Treasurer shall be responsible for any duty of the Society from the financial and financially legal point of view. The Treasurer shall hold the office for five years. He shall be eligible for re-election for a further period of five years.
- The Councillors shall be available to fill up any other vacant position in the Executive Committee and to serve on any standing or special committee as may be created by the Executive Committee, e.g. the Scientific Cardiac and Vascular Programme Committees, the Membership Committee, the Advisory Board, the Junior Committee, etc. They shall be available to
(co-)chair sessions at the Annual Scientific Meeting. They shall inform and advise the Executive Committee on all matters pertaining to the Society. The term of office of the Councillors shall be of two years. They are once re-eligible.
- The Executive Committee’s resolutions shall be passed with a majority vote. In the event of parity of vote, the President has the deciding vote.
- The Society is represented by two Executive Committee Members: the Secretary General together with the President or with the Treasurer.
- The Executive Committee’s duties involve in particular:
a) managing the activities of the Society and representing the Society;
b) managing the property of the Society and finances;
c) deciding on the Executive Committee’s Labour Code;
d) creating and liquidating the Standing Committees (e.g. Scientific Cardiac and Vascular Programme Committees, Junior Committee, Advisory Board) and drawing up of the Committees’ Labour Code;
e) making decisions related to the publishing of the journal of the Society.
- Executive Committee meetings shall be convoked by the President or a person appointed by the President.
- The Executive Committee may also make decisions with the use of teleconferences, videoconferences and electronic mail votation (resolutions by circulation).
- The Executive Committee may have employees constituting the Office of the Society, who shall provide administrative services to the Society.
- The Candidates for Executive Committee Members shall be presented and elected during the General Assembly which coincides with the Annual Scientific Meeting (the Congress of the Society) by a majority vote of those Active and Honorary Members present at the General Assembly.
- The Congress shall take place annually, each year in a different country. The country in which the Congress is to take place shall be decided upon by the General Assembly two years in advance.
The Executive Committee shall meet at least twice a year: at the time when the scientific presentations are selected for the next Scientific Meeting, and during the Annual Scientific Meeting prior to the General Assembly. Its duties shall also consist of co-ordinating the activities of the Local Organising Committee, preparing the next meeting, preparing the business of the Standing Committees and the Annual General Assembly. The President shall have the power to co-opt the Chairman of the Local Organising Committee of the forthcoming Scientific Meeting. The President shall have the power to invite the Chief Editor/s of the official journal of the Society to attend the meetings of the Executive Committee. In the interim, the President, the Secretary-General and the Treasurer shall have the power to ensure the execution of all measures required for the efficient conduct of the Society.
The Scientific Cardiac and Vascular Programme Committees shall each consist of five members elected by the Executive Committee from the Active Members. One member of each committee shall normally be selected from the members of the local Organising Committee of the next Annual Scientific Meeting. The President, the President-Elect shall also be exofficio members of the respective Programme Committee. The other members of the Programme Committee shall hold office for two years and be eligible for re-election. They shall meet, or correspond, annually before the meeting of the Executive Committee, which finalises the programme of the next Annual Scientific Meeting, to assess and select the scientific presentations for that meeting.
- The Junior Committee shall consist of six trainee members that have been paying their dues for at least two years. The committee members shall be equally distributed between those with a vascular and a cardiac training. They shall elect a Chairman for a period of two years, the Chairman can be re-elected for a second term. The Chairman of the Junior Committee may be invited to Executive Committee Meetings. The Junior Committee shall organise a Committee Meeting during the Annual Congress and shall co-ordinate a trainee session as part of the Annual Congress program of the Society. The Chairman shall be invited to present his report at the time of the General Assembly.
- The Advisory Board shall consist of Active members that have paid their dues at least during the last three years. The members of the Advisory Board shall consist of experts in the cardiovascular, cardiac or vascular fields. They shall promote the Annual Meeting in their home country and propose possible sites for a future Annual Scientific Meeting in their country or abroad. They shall be willing to (co)-chair scientific sessions. They shall not have the right to vote when invited to participate in an Executive Committee meeting.
THE PROPERTY OF THE SOCIETY
- The property of the Society is composed of financial means and other property components which shall serve exclusively towards the fulfilment of the objective of the Society.
- In particular, the property of the Society shall originate from:
a) membership annual dues;
c) funds received from national, international, institutional grants and sponsors;
d) income from the own activity of the Society;
e) income from the property of the Society.
- The membership annual dues are as follows: 135 EUR (Active Member) and 68 EUR (Trainee Member) per year.
- The membership dues are payable to the account of the Society until 31 January of each year.
- The Society shall manage its finances and accountancy in compliance with the current laws.
- The Society may conduct a business activity in the size and extent that shall serve the fulfillment of its statutory objective.
- The Society may be dissolved based on a resolution passed by the General Assembly with a 2/3 majority vote.
- The liquidators shall be Executive Committee Members unless the General Assembly appoints other liquidators.
- The property of the Society left after its liquidation shall be divided according to decision of the Executive Committee of the Society.
This Constitution was adopted at the inaugural meeting on 21 February 2011 and entered into force as of the date of its adoption.
This Constitution was revised on 26 April 2014 at the General Assembly in Nice.
The Secretary General