ARTICLES OF ASSOCIATION for the ISMH
§ 1 Name, Registered Office and Scope of Activity
(1) The Association shall use the name “International Society for Men‘s Health & Gender-specific Medicine - Internationale Gesellschaft für Männergesundheit & geschlechtsspezifische Medizin”.
(2) The Association’s registered office shall be in Vienna and the scope of its activities shall be national and international.
§ 2 Object
The object of the Association, whose activities are not for profit, shall be to create a platform for gender-specific health issues. The platform’s purpose, in turn, is to sensitize the general public and the medical profession about the need for differentiated approaches to problems specific to women and to men from the standpoint of medicine, health policy, sociology, politics and biology. A further purpose is to lay the groundwork for research and to conduct research on “men” as a subject of research, on men’s health and on men’s medical care in all pertinent scientific fields. The Association shall pursue objects which are solely and directly for non-profit-making purposes, as defined in the Austrian Federal Tax Code (BAO).
§ 3 Means and Resources for Realizing the Object of the Association
(1) The Association shall use the immaterial and material means and resources described in sub-clauses 2 and 3 below to realize its objectives.
(2) The following immaterial means shall be employed:
a) Scientific research;
b) Public relations of all kinds on the subjects of public health and health promotion;
c) Production of information materials, publications;
d) Staging of congresses and continuing education events;
e) Establishment of a library;
f) Establishment of a database.
(3) The requisite material resources (i.e. funding) shall be procured by way of:
a) Fees upon joining the association and membership dues;
b) Revenue from events and from the Association’s own enterprises and undertakings. Income from the latter shall be allocated exclusively to the Association for the purpose of realizing the Association’s objectives. Payments to Association members are prohibited. The operation of the Association’s own enterprises and undertakings is subordinate to the Association’s objectives and is not a main object of the Association, either in kind or in scope.
c) Donations, collections, legacies and other endowments
(4) The Association’s resources shall be used solely for the objects of the Association as set forth in the Articles of Association. The members of the Association are not allowed to receive profit shares and, in their capacity as members, are not allowed to receive any other payments from the assets of the Association. Upon termination of membership and upon dissolution of the Association, the members of the Association are not allowed to retain any more than the capital shares they paid in and the market value of their initial contributions in kind, which is to be calculated on the basis of the value of the rendering of said contributions. No person is allowed to benefit from administrative expenses foreign to the purpose of the Association or from disproportionately large remunerations.
§ 4 Types of Membership
(1) The members of the Association shall be divided into working members, preferential members, and honorary members.
(2) Working members are those who promote the Association’s activities with their membership dues and participate actively in these activities. These members keep the Association running and thus bear responsibility for the Association’s work. They are the equivalent of ordinary members of the Association.
(3) Preferential members are those who promote the Association’s activities with their membership dues and who are entitled to avail themselves of all services, privileges and advantages of the Association. They are the equivalent of extraordinary members of the Association.
(4) Honorary members are those who are so named in recognition of their special service to the Association.
§ 5 Acquiring Membership
(1) Any natural persons or legal entities may become members of the Association.
(2) The Executive Committee shall decide on the admission of ordinary and extraordinary members. Admission may be refused without an indication of the grounds for the refusal.
(3) The General Meeting shall name honorary members on a motion of the Executive Committee.
(4) Until the Association comes into being, provisional admission of members shall be effected by the Association’s founders. This membership shall become effective only upon the Association coming into being.
§ 6 Termination of Membership
(1) Membership shall expire upon death, upon the loss of legal personality in the case of legal entities, upon voluntary resignation or upon expulsion.
(2) Resignation shall be allowed only on the 31 December of each year. The Executive Committee must be given at least six months’ prior written notice of the resignation. If notification is late, it shall not take effect until the next resignation date. The postmark shall be authoritative in determining timely notification.
(3) The Executive Committee may expel a member if the latter defaults on payment of membership dues by more than six months despite receiving two written reminders setting an appropriate grace period for payment. The obligation to pay the overdue membership dues remains unaffected by this provision.
(4) The Executive Committee may also order expulsion of a member from the Association for gross breach of other membership obligations and for dishonorable conduct.
(5) The General Meeting may withdraw recognition of honorary membership for the reasons named in sub-clause 4 above on a motion from the Executive Committee.
§ 7 Members’ Rights and Obligations
(1) Members shall be entitled to take part in all the Association’s events and to make use of the Association’s facilities. Only working members and honorary members shall have the right to vote at the General Meeting and the right to vote in and stand for elections.
(2) Members shall be obligated to use their best efforts to promote the interests of the Association and to refrain from any action that may be detrimental to the reputation and object of the Association. They shall comply with the Association’s Articles of Association and the resolutions of the Association’s governing bodies. The working members and the preferential members shall be obligated to pay punctually the fees upon joining the Association and the membership dues in the amount set by the General Meeting.
§ 8 Governing Bodies of the Association
The governing bodies of the Association are the General Meeting (§§ 9 and 10), the Executive Committee (§§ 11 to 13), the Honorary Board (§ 14), the Scientific Advisory Council (§ 15), the Auditors (§ 16) and the Arbitral Tribunal (§ 17).
§ 9 General Meeting
(1) The ordinary General Meeting shall take place every four years.
(2) An extraordinary General Meeting shall take place by resolution of the Executive Committee, the ordinary General Meeting or at the written request of at least one tenth of the voting members (as defined in § 7.1 and § 9.6) or at the request of the Auditors, within four weeks of said resolution or request.
(3) All members are to be sent a written invitation both to the ordinary and extraordinary General Meetings at least two weeks in advance thereof. Details of the agenda shall be given when the date of the General Meeting is fixed. The Executive Committee shall convene the General Meeting.
(4) Motions to be presented before a given General Meeting are to be submitted in writing to the Executive Committee at least three days prior to the date of that General Meeting.
(5) Valid resolutions may be passed only on motions on the agenda except for those on motions for convening an extraordinary General Meeting.
(6) All members shall be entitled to take part in the General Meeting.Only working members and honorary members are entitled to vote. Each member shall have one vote. Legal entities shall be represented by a duly authorized agent. Each member may transfer his or her voting right to another member by authorizing this transfer in writing.
(7) The General Meeting shall constitute a quorum if half of all members entitled to vote or their authorized agents are in attendance (see § 9.6). If the General Meeting does not constitute a quorum at the appointed hour, the General Meeting shall take place 30 minutes later with the same agenda and shall be considered to be a quorum regardless of the number of persons present.
(8) Elections and resolutions at the General Meeting shall generally be determined by a simple majority of the votes cast. Resolutions on amending the Articles of Association or dissolving the Association require a qualified majority of two thirds of the valid votes cast.
(9) The General Meeting is chaired by the Association’s president or by his or her deputy if the president is prevented from chairing the meeting. If the deputy is also prevented from chairing the meeting, the oldest attending member of the Executive Committee shall take the chair.
§ 10 Duties of the General Meeting
The following duties are reserved for the General Meeting:
a) Acceptance and approval of the annual report and financial statements;
b) Resolution on the budget;
c) Appointment and dismissal of members of the Executive Committee and the Auditors, approval of legal transactions the Executive Committee members and the Auditors conduct with the Association;
d) Formal approval of the actions of the Executive Committee;
e) Stipulation of the fee for joining and the membership duties for working members and preferential members;
f) Granting and recognition of honorary membership;
g) Passing of resolutions on amendments to the Articles of Association and the voluntary dissolution of the Association;h) Consultation on and passing of resolutions on other items on the agenda.
§ 11 Executive Committee
(1) The Executive Committee shall consist of at least three and at most six members, namely the president, his or her deputy, the secretary (keeper of the minutes), and the treasurer. The secretary or treasurer may also hold the position of deputy president.
(2) The Executive Committee shall be appointed by the General Meeting. If a member of the Executive Committee ceases to belong to this body, the Committee shall be entitled to co-opt another eligible member to replace him or her. This appointment must be subsequently approved by the next General Meeting. If the Executive Committee is rendered non-functional due to a failure to co-opt new members or if its members are prevented from exercising their office for an unforeseeably long time, then any Auditor shall be obligated to convene an extraordinary General Meeting for the purpose of re-electing an Executive Committee. Should the Auditors also be incapable of acting, any ordinary member recognizing the emergency shall immediately call upon the competent court to name a trustee, who shall then convene an extraordinary General Meeting immediately.
(3) The Executive Committee’s term of office shall be set at four years. Members are allowed to be re-elected.
(4) The Executive Committee shall be convened, in writing or verbally, by the Association’s president or, in the event of him or her being prevented, by the deputy. If the deputy is also prevented from convening the Committee, any other member of the Executive Committee may undertake to convene the Committee.
(5) The Executive Committee shall be deemed to constitute a quorum if all its members have been invited and at least half of them are present.
(6) The Executive Committee shall pass its resolutions by a simple majority of the votes cast. In the event of a tie, the president’s vote shall be decisive.
(7) The Committee shall be chaired by the president or if the latter is prevented, by the deputy. If the deputy is also prevented, the Committee shall be chaired by the oldest Executive Committee member present at the meeting.
(8) The office of member of the Committee shall cease upon death, expiry of the term of office (§ 11.3), dismissal (§ 11.9) or resignation (§ 11.10).
(9) The General Meeting may dismiss the entire Executive Committee or individual members thereof at any time. The dismissal shall not take effect until such time as the new Executive Committee or member of the Executive Committee has been appointed.
(10) The members of the Executive Committee may resign in writing at any time. The resignation notice is to be directed to the Executive Committee or, in the event of the entire Executive Committee resigning, to the General Meeting. The resignation shall not take effect until such time as a successor has been chosen or co-opted (§ 11.2).
§ 12 Duties of the Executive Committee
The Executive Committee shall be responsible for running the Association. It shall be given all the duties not allocated to another Association body by the Articles of Association. The following matters in particular fall within its scope of operation:
a) preparation of the annual budget and compilation of the annual report and financial statements;
b) preparation of the General Meeting;
c) convening of the ordinary and extraordinary General Meeting;
d) management of the Association’s assets;
e) admission and expulsion of Association members;
f) hiring and dismissal of Association employees;
§ 13 Special Responsibilities of Individual Members of the Executive Committee
(1) The president shall represent the Association in public. To attain validity, official written documents of the Association must be signed by the president and secretary or, in the case of money matters (dispositions of assets), by the president and the treasurer. If the president is prevented from signing, the secretary and treasurer shall sign jointly. Legal transactions between members of the Executive Committee and the Association additionally require the approval of the General Meeting to attain validity.
(2) Powers of attorney to represent or sign for the Association externally in legal transactions may be granted solely by the functionaries named in sub-clause 1.
(3) In case of imminent danger, the president shall be entitled to give orders independently on his own responsibility, even in matters falling with the operational scope of the General Meeting or the Executive Committee. However, the latter must be subsequently approved by the competent body of the Association.
(4) The president shall act as chair of the General Meeting and the Executive Committee.
(5) The secretary must assist the president in conducting the Association’s business and shall be responsible for taking minutes of proceedings of the General Meeting and the Executive Committee.
(6) The treasurer shall be responsible for the proper management of the Association’s money.
(7) If the president is prevented from performing his or her duties, the deputy shall act in his or her stead. Sub-clause 1, page 3, remains unaffected by this provision.
§ 14 Honorary Board
(1) The Honorary Board shall consist of up to six members, who do not necessarily have to be members of the Association. They are appointed by the Executive Committee for a term of two years and may be re-appointed multiple times.
(2) The members of the Honorary Board shall perform representational duties and advise the Association’s Executive Committee.
(3) The Executive Committee may remove the entire Honorary Board or individual members thereof from office at any time.
(4) The members of the Honorary Boards may resign at any time. Notification of resignation must be submitted in writing to the Executive Committee.
§ 15 Scientific Advisory Council
(1) The Scientific Advisory Council shall consist of up to ten members from all scientific fields, in particular public health, social medicine, urology, internal medicine, dermatology, pediatrics, surgery, sports medicine, traumatology, rehabilitation and sociology. The members of the Scientific Advisory Council make a special contribution to achieving the object of the Association with the work that they do.
(2) For the rest, § 14 shall apply mutatis mutandis.
§ 16 Auditors
(1) The General Meeting shall name two Auditors for a term of two years. They may be reappointed.
(2) The Auditors shall bear responsibility for monitoring regular business and for auditing the Association’s financial statements. They must report to the General Meeting on the results of their audit.
(3) For the rest, the provisions in § 11.3, § 11. 8, § 11.9 and § 11.10 as well as § 13. 1 last sentence, shall apply mutatis mutandis.
§ 17 Arbitral Tribunal
(1) The Arbitral Tribunal within the Association shall be convened to settle all disputes arising from the Association relationship.
(2) The Arbitral Tribunal shall consist of three ordinary working members. It will be composed in such a way that a party to the dispute will nominate one member as an arbitrator in a written submission to the Executive Committee. Upon a request from the Executive Committee within seven days, the other party to the dispute shall, in turn, name one member to the Arbitral Tribunal within fourteen days. Upon notification by the Executive Committee within seven days, the arbitrators so named shall, within an further fourteen days, name a third ordinary working member to chair the Arbitral Tribunal. In the case of a tie, the chair shall be decided by drawing lots from among the candidates proposed.
(3) The Arbitral Tribunal shall make its decision in the presence of all its members by a simple majority. It shall decide to the best of its knowledge and belief. Its decisions are final within the Association.
§ 18 Dissolution of the Association
(1) Voluntary dissolution of the Association may only be resolved by an extraordinary General Meeting convened for this purpose and only by a two-thirds majority of the valid votes cast.
(2) If Association assets exist, this General Meeting shall also pass a resolution on winding up the Association. In particular, it must appoint a liquidator and pass a resolution indicating to whom the liquidator should transfer the Association assets remaining after liabilities have been covered. Any Association assets exceeding the paid-up capital shares of members and the market value of the contributions in kind rendered by members must be used for non-profit-making purposes as defined in the Austrian Federal Tax Code (BAO).
(3) The last Executive Committee of the Association must notify the competent public safety office of the voluntary dissolution in writing within four weeks after the resolution is passed. It is also obligated to announce the voluntary dissolution within this same period of time in an official gazette.
