By Laws

Art. 1 Society name – Registered office - Duration - Regulations

1.1 Society name

A Society has been founded under the name of “INTERNATIONAL SOCIETY FOR SPORT TRAUMATOLOGY OF THE HAND”, abbreviated “ISSPORTH”.

1.2 Registered offices

The Society’s registered office and headquarters are in Sesto San Giovanni (MI), Via Milanese, 300. The General Assembly may decide to set up secondary offices, local units, agencies, and representative offices, in Italy or abroad.

1.3 Duration

The Society’s duration is established until December 31, 2050.

1.4 Regulations

Any provision giving effect to these By-laws can be referred to the Regulations adopted by the Executive Board, as described below.

Art. 2 Purpose

2.1 Purpose

The Society is a non-profit organization and its main purposes comprise the following:
(i) to promote the unrestricted and complete exchange of knowledge among the participating members of the Society;
(ii) exchange knowledge through publications and scientific meetings;
(iii) facilitate and expand the opportunities for study and research inside and among the nations where its members belong;
(iv) promote cooperation between Hand surgeons, Orthopaedic surgeons, Sports physicians, Hand therapists and other hand specialists and other specialists and professional figures who have a major interest in the anatomy and function of the hand and wrist.

2.2 Purpose-related activities

The Society may perform all the activities necessary for the pursuit of its purposes, on condition that they are not against Italian law.

Art. 3 Equity - Revenue

3.1 Equity

The Society’s equity consists of:
Movable and immovable property of the Society;
Reserves deriving from financial statement surpluses from previous years;
Any other property of any kind, received from individuals, corporations, public and/or private entities, for the pursuit of the Society’s goals;

3.2 Revenue

The revenue of the Society consists of:
The annual membership fee, paid by the members, an amount determined annually by the Executive Board;
The income from activities or events organized by the Society;
Donations, funds, legacies of any kind in favour of the Society.

Art. 4 Members of the Society

4.1 Admission

Any person, Italian or foreign, can be part of the Society, provided that they correspond to the requirements of these By-laws, accept the guiding principles of the Society, and comply with the provisions of these By-laws and of the Regulations, if adopted.

4.2 Categories of Members

Members are divided into:
Full Members
A Full Member of the Society can be any professional figure in the domain of sports-related medicine, hand and wrist medicine.
In order to be admitted as a Full Member, a candidate must submit an application to the Executive Board, providing all the information required to verify the applicant’s compliance with the requirements of these By-laws.
The Executive Board will assess the application at its own discretion, and will announce its decision to the applicant, without stating reasons, within thirty (30) days of receiving the application, at the Society’s headquarters.
Members who have regularly paid the annual membership fee have the right to vote in the General Assembly and to be elected as members of the Executive Board.
Honorary Members
Honorary Members are individuals, corporations or entities, Italian or foreign, who have given a particularly high contribution to the Society.The proposal to nominate an Honorary member can be made by any member of the Executive Board or by at least three (3) Full Members.
The Executive Board will examine the proposal at its discretion and will announce its decision, without stating reasons, during the first meeting following the receipt of the proposal.
Honorary Members are not entitled to vote in the General Assembly and cannot be elected members of the Executive Board.

4.3 Obligations of the Members

All Members are required to:
comply with the provisions of these By-laws and of the Regulations, if adopted;
pay the annual membership fee - the amount in Euro determined annually by the Executive Board, according to the procedure explained at the time of admission or thereafter, by the Treasurer.

4.4 Loss of membership

Membership can be lost in case of:
death;
withdrawal;
exclusion.

4.5 Withdrawal

The withdrawal is allowed to any Member, at any time, and must be reported to the Executive Board. In any case, if the withdrawal is notified after January 31 of each calendar year, the withdrawing Member shall not be exempted from the payment of the annual fee. The date on which the Executive Board receives the notice will be considered the effective date of withdrawal.

4.6 Exclusion

The exclusion of a Member will be approved by the Executive Board which will decide by a majority of two thirds of its members, in one of the following cases:
the Member violates the provisions of these By-laws or of the Regulations, if adopted;
the Member fails to pay, for two consecutive years, the annual membership fee;
the Member is suspended or expelled from a professional register;
the Member blatantly violates the laws applied to their professional register.
The Member concerned will be informed about the exclusion by a notice sent to the address provided upon admission to the Society.

4.7 Other provisions

Payments of any kind made by deceased, withdrawn or excluded Members, will not be refunded.The membership is not transferable to other persons.

Art. 5 Society government

Governing bodies of the Society are:
the General Assembly;
the Executive Board;
the President;
the Next President;
the Secretary General;
the Treasurer.

Art. 6 General Assembly

A regularly constituted General Assembly represents all the Members. Its decisions, in accordance with the law and these By-laws, are mandatory for all Members.

6.1 Convocation of the General Assembly

The General Assembly shall be convened at any time of the year at the request of the Executive Board, and in any case, at least once a year to approve the final balance of the year ended, and the budget for the current financial year.
In addition, the General Assembly is convened by the Executive Board whenever this is requested by at least one third of the Members.The convocations of the General Assembly will be decided by the Executive Board and are put in practice by the President, at least thirty (30) days before the scheduled date for the General Assembly, by sending a notice of convocation to the addresses supplied by the Members at the time of admission.
The notice must contain the agenda of the debate and the manner in which the debate will evolve, indicating specifically if remote voting is planned, as of these By-laws. In this last case, the notice must include the additional information required by Article 6.5 of these By-laws.
The General Assembly may be convened at the headquarters of the Society or elsewhere. It can also be held in teleconferencing, provided that at least one member of the Executive Board is present in each terminal: they will check the identity of the participants and assure the proper conduct of the meeting in the remote location, and of the voting process.

6.2 Powers of the General Assembly

The General Assembly:
determines, including by possible remote voting, pursuant to Article 6.5 of these By-laws, the amendments to the By-laws;decides on the dissolution and liquidation of the Society;elects, including by possible remote voting, pursuant to Article 6.5 of these By-laws, the members of the Executive Board;sets out a framework for the Society’s activities;receives an update on the activities of the Executive Board provided by the Secretary General and the Treasurer, each one according to their competence;approves the final balance and the budget, as of the following Article 11.

6.3 Participation in the General Assembly

All the Members who have dutifully paid the annual membership fee can take part in the General Assembly. Apart from Honorary Members, every member who participates in the General Assembly is entitled to give one vote.
Each Member can be represented, through a written proxy, by another member entitled to vote. One Member cannot receive more than five (5) proxies.

6.4 Conduct of the General Assembly

The General Assembly is chaired by the President or, if not present, by the Next President, or, if the latter cannot take this office, by the Secretary General and/or the Treasurer.A special record is prepared for every meeting of the General Assembly, drafted by a secretary (appointed by the Chairman of the General Assembly) and countersigned by the Chairman of the General Assembly. In case of teleconferencing, the report will be prepared in the venue where President and Secretary General are both present at the same time; this venue shall be considered the Assembly seat.
The records of the meetings of the General Assembly are kept in a special book at the headquarters of the Society.
The General Assembly is considered valid, at the first call, if at least half of the Full Members entitled to vote are attending. At the second call, it is valid whatever the number of attending Members entitled to vote.
The General Assembly makes a decision if the majority of present members approve, through secret ballot. Wherever possible, electronic voting will be applied.

Amendments to these By-laws, as well as the dissolution of the Society, require the affirmative vote of at least two-thirds of the regularly paying Full Members entitled to vote.

6.5 Remote voting

At the discretion of the Executive Board, the General Assemblies that approve the final balance and budget, and those electing Executive Board members, can be held remotely: in this case, as an alternative, remote voting can be applied.
In the event that the Executive Board deems appropriate to convene a General Assembly with remote voting for the above mentioned decisions, a special reference must be given in the notice of convocation, and the Secretary General will be in charge of organizing the procedure.

The notice of starting the voting procedures must contain:the date of publishing on the website of the Society, in the area reserved to Members, the documents to be voted by Members;the date of opening the voting procedure, when members can start sending their remote votes;the date of closing the voting procedure: after that date the members cannot send their votes anymore;the date of announcing the outcome of the voting;a description of the remote voting procedure.The Secretary General is responsible for the proper conduct of the remote voting and the count of votes. In particular, the Secretary General will assure that the documents to be voted by Members are published on the website of the Society, in the area reserved to Members, at least 15 days before the opening date.

6.6 Elective General Assembly

At least six (6) months before the end of term of the Executive Board in office, the Secretary General will start the procedures for convening the Elective General Assembly, by sending a notice to all Full Members about starting election procedures, as of Article. 6.5, as well as an invitation to submit nominations, with a specific explanation of how to submit them and the closing date for submission.
Each regularly paying Full Member can apply, notifying the Secretary General about this intention in the required manner.
Applications may be submitted for the following positions:
Next President;
Secretary General;
Treasurer;
Continental delegate (Europe);
Continental delegate (Africa);
Continental delegate (Asia);
Continental delegate (Oceania);
Continental delegate (North America);
Continental delegate (South America);
Olympic delegate;
Hand therapist.
Nobody can apply for more than one position.
The Secretary General will set the deadline for receiving applications: at least sixty (60) days before the date of voting, and will assure, at least forty five (45) days prior to that date, the publishing on the website of the Society (in the section reserved to Members) of the candidates’ names, specifying, where appropriate, the candidates proposed by the current Executive Board.
The voting process is conducted in accordance with Article 6.5.

Art. 7 Executive Board

7.1 Election and Structure

Considering the provisions of the following Article 14, the Society is managed by an Executive Board composed of thirteen (13) members. They are: the Past President, the President, the Next President, the Secretary General, the Treasurer, six (6) Hand surgeons, one for each continent, representing the Members in Europe, Africa, Asia, Oceania, North America, South America, one Olympic delegate, chosen among the members regardless of professional qualification, and one Hand therapist.Every President, at the end of their term of office, is entitled to remain in the next Executive Board as a Past President. Analogically, every Next President, at the end of their term of office, is entitled to remain in the next Executive Board as a President. All the other members of the Executive Board will be appointed by the Assembly, as of the preceding Article 6.6.
Only regularly paying Full Members can be part of the Executive Board.

7.2 Duration - Withdrawal - Dismissal

The members of the Executive Board hold office for two (2) calendar years from the date of appointment, which means until December 31 of the year following the year of their appointment. They can be reappointed for no more than two consecutive terms.
The Executive Board members will end their term in case of exclusion, withdrawal and death, but also, as provided for Full Members, in case of resignation or dismissal.

The dismissal of a member of the Executive Board can be decided, even without good cause, by the Executive Board with a majority of its members. The Member whose dismissal is discussed will not be involved in the decision.Whenever majority is not reached, the Executive Board will be deemed revoked. The President or, if absent, the Next President or the Secretary General, will immediately convene the General Assembly to ensure the election of a new Executive Board. Until that election, the President or, if absent, the Secretary General, is in charge of ordinary administration.

7.3 Powers of the Executive Board

Apart from the powers conferred by these By-laws to other governing bodies of the Society, the Executive Board also has full power for ordinary administration of the Society, and is entitled to spend on behalf of the Society, without limits.
In addition, the Executive Board will:
decide on the ordinary management of the Society;
decide on the admission of new Full Members and the nomination of Honorary Members;plan the activities of the Society, raise funds and provide whatever else is necessary for the achievement of Society’s objectives;
deliver an opinion on the drafts for the final balance and budget submitted by the Treasurer, in the manner described below;determine, upon Treasurer’s proposal, the amount of the annual membership fee;determine the limits of spending to be respected by the President, the Next President and the Secretary General concerning the Society;
accept donations, gifts and payments of any kind on behalf of the Society;
develop, modify and/or repeal, if appropriate and necessary for the proper functioning of the Society, a set of Regulations containing the provisions for implementing these By-laws;
constitute, where appropriate, Scientific Boards for specific purposes or concrete activities of the Society, determining each time their structure, tasks and operation;
decide upon hiring employees by the Society, the economic conditions for them and, if necessary, their dismissal.The Executive Board may delegate part of its functions and/or part of its powers to Board members, setting the limits to which those functions or powers may be exercised by the Delegate.
The Executive Board prepare an annual report that is read before the General Assembly by the Secretary General, examine the draft for the final balance and budget, and the amount of the annual membership fee proposed by the Treasurer, not later than January 31 of each calendar year; it will convene, by February 28 of each calendar year, the General Assembly for approval of the final balance and the budget, and will announce by that date, through the Secretary General, the new annual membership fee to all Members.

7.4 Meetings of the Executive Board

The Executive Board meets at least once a year upon invitation by the President or, if absent or unavailable, by the Secretary General. The Executive Board will also meet if this is requested by at least four (4) of its members.
The notice of convocation must be sent to members of the Executive Board, to the address they provided at the time of admission, at least fifteen (15) days before the scheduled meeting date.
The notice must contain the date and location of the meeting and, if appropriate, the teleconferencing details, as well as the items on the agenda.
In case that a member of the Executive Board would like to add an item to the agenda, this can be requested by sending a special notice to the President, and a copy to all other Members, specifying the subject of the item.
The meetings of the Executive Board can be held at the headquarters of the Society or elsewhere; they can also be held in teleconference, if it is possible to ascertain the identity of the participants, and if the latter can easily hear and understand what is said in all other locations connected in video and/or audio conferencing.The meetings of the Executive Board will be considered valid if at least seven of the members are present; one of them must necessarily be the President or, if absent and/or unavailable, the Secretary General.
In any event, the Executive Board meeting will be considered valid, regardless of the manner of convocation, when all of its members are present or connected.
Each member of the Executive Board can give one vote. In case of a tie, the President's vote counts twice.
The resolutions of the Executive Board are adopted with a majority vote of present members.A special record is prepared for each meeting of the Executive Board by the Secretary General (or a third party appointed by the President or the chairman of the meeting) and countersigned by the President or the Chairman of the meeting.
The records of the meetings of the Executive Board are kept in a special book at the Society’s headquarters.

7.5 Residual clauses

The Executive Board members will not receive any compensation for their services to the Society.

Art. 8 President and Next President

8.1 Election of the President - Powers - Term of office

The President is appointed under the provisions of the preceding Article 7.1, has the power to represent the Society in dealing with third parties and in court, chairs the meetings of the General Assembly and those of the Executive Board, and convenes those meetings in accordance with the By-laws.
The President has the task of relating to third parties in order to intensify and stimulate cooperation with other institutions working in the same field as the Society.The President can spend on behalf of the Society, within the limits set by a resolution of the Executive Board, reporting all expenses to the Society. If no reason for an expenditure is found, the Society has the right to report the amount paid directly to the President.
As a member of the Executive Board, the President remains in office for two (2) calendar years from the date of appointment, which means until December 31 of the year following the year of their appointment, unless resigned or dismissed or withdrawn as a Member. On leaving the office, he/she is entitled to remain in the next Executive Board as a Past President, and keeps this office until the end of the following President’s term.

8.2 Replacing the President

In case of absence and/or inability of the President, his/her powers are taken by the Secretary General, who takes office in case of resignation or withdrawal or dismissal of the President, for any reason.

8.3 Next President

The Next President is elected by the Assembly, he/she supports and assists the President in performing the tasks and activities, as of these By-laws. Like the President, the Next President can also spend on behalf of the Society within the limits set by a resolution of the Executive Board.As a member of the Executive Board, the Next President remains in office for two (2) calendar years from the date of appointment, which means until December 31 of the year following the year of their appointment, unless resigned or dismissed or withdrawn as a Member. On leaving the office, he/she is entitled to remain in the next Executive Board as a President, and keeps this office until the end of the following Next President’s term.

Art. 9 Secretary General

9.1 Appointment of Secretary General - Powers - Term of office
The Secretary-General, also elected by the Assembly, performs all tasks and activities necessary to enable the smooth running of the Society, as well as those required by these By-laws. For this purpose, the Secretary General has full autonomy in decision-making, within the limits prescribed by these By-laws.
The Secretary General also assures the convocation of the General Assembly and the correct organization of voting.
The Secretary-General can spend on behalf of the Society, within the limits set by a resolution of the Executive Board, reporting all expenses to the Society. If no reason for expenditure is found, the Society has the right to report the amount paid directly to the President.
As a member of the Executive Board, the Secretary-General remains in office for two (2) calendar years from the date of appointment, which means until December 31 of the year following the year of their appointment, unless resigned or dismissed or withdrawn as a Member, and for no more than two consecutive terms.

Art. 10 Treasurer

10.1 Appointment of Treasurer - Powers - Term of office
The Treasurer, also elected by the Elective Assembly, assures the economic and financial control of the Society, the account rendering, and the execution of payments approved or instructed by the Executive Board.
The Treasurer will prepare, by January 31 of each calendar year, a draft of the final balance and a draft budget to be submitted to the General Assembly for approval, and, based on the results, will advise the Executive Board about the amount of the annual membership fee for the current year.
As a member of the Executive Board, the Treasurer remains in office for two (2) calendar years from the date of appointment, which means until December 31 of the year following the year of their appointment, unless resigned or dismissed or withdrawn as a Member, and for no more than two consecutive terms.

Art. 11 Budget - Profits

11.1 Financial Statements of the Society

The financial year of the Society starts on January 01 and ends on December 31 of each calendar year.
By February 28 of each calendar year, the Executive Board, having received from the Treasurer the draft balance and budget, will convene the General Assembly for approval of drafts.
A copy of the final balance and of the budget will be published on the website of the Society, in the area reserved to Members, at least fifteen (15) days before the scheduled date for convening the General Assembly for approval.

11.2 Profits

Possibly realized profits will never be distributed among Members, but will become part of the Society’s equity and will be used for reaching Society’s goals.

Art. 12 Dissolution

12.1 Decision for dissolution - Transfer of assets

The dissolution of the Society will be approved by the General Assembly, as of the preceding Article 6.4; the General Assembly that decides the dissolution of the Society will appoint one or more liquidators.
In the event of dissolution, the equity and assets of the Society will be donated to organizations with similar purposes, or to non-profit organizations acting in the same field.In any case, remaining assets will not be distributed among the Members, while the possible liabilities will be divided pro rata among all Full Members.

Art. 13 Arbitration Clause

All disputes arising between single Members, between them and the Society or its governing bodies, referring to implementing, interpretation and application of these By-laws and, if adopted, the Regulations, and to resolutions of the Assembly or the Executive Board, will be resolved by an Arbitration Panel composed of three members appointed by the Chairman of the Medical Fraternity in the town where the Society is headquartered.The arbitration is ritual and will be conducted at the Society’s headquarters.

Art. 14 Final Rules

Notwithstanding the provisions of these By-laws, the first Executive Board will consist of twelve (12) members (as there will be no Past President) named in the Articles of incorporation.The Society is governed by the Italian law and therefore, for issues not discussed in these By-laws, the provisions of the Italian Civil Code will be applied.






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