Constitution

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I – OBJECTIVES

Article 1
The aims of the International Union of Phlebology (UIP) are to:
a) Strengthen the links between the societies or associations, either existing or to be created, which have a special interest in the study and the therapy of venous disorders;
b) Promote  phlebology teaching and education as well as training and continuing medical education of phlebologists; promote consensus on all aspects of venous disorders; encourage studies and research on disorders of venous origin;
c) Promote joint meetings or international congresses;
d) Encourage the formation and activities of phlebology societies or associations and encourage these societies to join the UIP.

Article 2
The life of the UIP is extended by 99 years.

Article 3
The registered Office of the UIP is at: Level 5, 7 Help st. Chatswood, NSW 2067 Australia

II - COMPOSITION

Article 4
The UIP is composed of Society Members, Associate Members, Ordinary Members, Industry Members, Emeritus Presidents and Honorary Members.

Article 5
Society Members are:
a) National Phlebology Societies or Associations
b) Or failing this, the national Society or Association where phlebology is not the main activity, but which has a dedicated phlebology interest group or section concerned with venous disorders
c) International, multinational and regional societies or associations with activity as described in b) above.

Article 6
Other Members

a) Associate Members
1. Medical doctors practicing phlebology, originating from countries where a national Society or Association does not yet exist in this discipline. They will pay the same fees as outlined for Ordinary Members below.
2. Societies that have not met  the membership pre-requisites. This is a transitional status until the Society achieves the minimum pre-requisites (See Appendix). These Societies pay annual fees as determined by the Executive Committee and reviewed from time to time, and  may attend the Council Meeting, but will not have voting rights.
b) Ordinary Members
These are individual members who will pay an annual fee as determined by the Executive Committee and reviewed from time to time. Such members will have no voting rights and cannot attend the Council Meeting.
Such members will receive a Certificate and an annual electronic or printed subscription to the official journal of the UIP.
Ordinary members will receive a special discount for the congress as determined by the Executive Committee from time to time.
c) Industry members
While member societies of the UIP are not-for-profit organizations, any other entity that operates for profit can apply for membership of the UIP as an ‘Industry Member’.
Such ‘Industry Members’ will have no voting rights and cannot attend the Council Meetings. These members will pay an annual fee to be determined by the Executive Committee and receive benefit packages which can include advertising on the UIP website and Newsletters and a discount in the price of the exhibition booths during the official UIP Congresses or other advantages as determined by the Executive Committee by time by time.
The membership fee will be decided by the Executive Committee from time to time.

Article 7
Honorary Members composed of: 1. Presidents of international societies affiliated with the UIP for the duration of their term;
2. Individuals included in the former categories “Honorary Members” and “Committee of Honor”.
3. Individuals proposed and approved by a vote during a General Council meeting.
Honorary Members can attend the Council Meeting as an observer but will have no voting rights.

Article 8
Emeritus Presidents: This role is exclusively for past Presidents of the UIP, is a lifetime role, and confers to the individual waiving of registration for official UIP Congresses and attendance at the General Council meetings, but without voting rights.

Article 9
A Society or Association wishing to join the UIP must make a formal application which will be considered at the following Meeting of the General Council (Article 17). (For Guidelines on Membership Application see Appendix). Any request for Associate Membership must be drawn up by the applicant and must be sponsored by at least two members of the Executive Committee.

Article 10
The status of Society Member or Associate Member is lost by:
1. Resignation
2. Termination or suspension by the General Council for non-payment of the membership fees for 4 years or for a serious reason. The member must be notified each of the 4 years of the lack of payment and suspension is at the discretion of the UIP Executive Committee.

III – ADMINISTRATIVE STRUCTURES

Article 11
The UIP is administered by a General Council which, outside its meetings, delegates its authority to the Executive Committee which reports to the General Council.

Article 12
A General Council Meeting of the UIP is held at every Chapter meeting and World Congress of the Union.

Article 13
The General Council comprises:
1. The President of the International Union of   Phlebology  
2. The Past President or the President Elect
3. The Executive Committee
4. The President of each Member Society together with one member from each of them
5. The Associate Members, as defined in Article 6, numbering one per society
6. The Honorary Members
7. The Emeritus Presidents

Article 14
The Executive Committee comprises the President, the Past President or the President Elect, the 5 Vice-Presidents, the General Secretary, the Assistant Secretary and the Treasurer.

IV – FUNCTIONING

COUNCIL MEETING

Article 15
The President presents his/her report to the Congress at the General Council Meeting of the UIP and invites comments. In his/her report, the President must give an account of his/her activities and those of the Executive Committee. He/She must announce the names of any new members and inform the General Council of any proposed changes in the Constitution or of the dissolution of the Union.

Article 16
A meeting of the General Council is held at each Chapter meeting and World Congress of the UIP. A meeting of the General Council can also be called by the President or at the request of one quarter of its members.

Article 17
The General Council discusses and votes on the items on the agenda drawn up by the General Secretary with the President.
Every 4 years the General Council elects the next President (the President Elect) and the members of the Executive Committee by secret ballot.
The General Council discusses and votes on the candidatures of Society Members, Associate Members and other members. 
The General Council elects Honorary Members.
The General Council votes on the locations and dates of the official Congresses of the UIP.
The General Council votes on the amount of  membership fees based on the recommendation of the Treasurer and Executive Committee.

Article 18
Debating and voting procedures:
1. All the members of the General Council can take part in the debates, but only the following are entitled to vote on the Council:
The President or his/her duly authorized representative of each of the Member Societies, which are up-to-date with their membership fees, on the following bases:
– Countries with one member society: 2 votes per society
– Maximum of two votes per country: countries with more than one society: one vote belongs to the first Society accepted in the UIP; the second vote belongs to the other new Society/Societies.
– Societies representing a group of countries in which no other member society of the UIP exists: 2 votes
– Societies representing a group of countries in which other member society(ies) of the UIP exists: 1 vote
– International societies representing a continent or sub-continent: 1 vote
– Multinational or regional societies: 1 vote
– The members of the Executive Committee except the President (present, past or elect): 1 vote each.
Voting by proxy is accepted within the limit of one proxy per person.
2. The only circumstance under which the President of the UIP votes is when a deciding vote is required.
3. The Past President and the President Elect do not vote under any circumstance.
4. At least half the members of the General Council with the right to vote, or their duly authorized representatives, must be present in order for the proceedings to be valid [exceptions- see (6) and also Article 35].
5. The General Council’s decisions will be taken on an absolute majority, defined as more than half of the votes cast; failing a decision, further voting will take place and the decision taken on a relative majority, defined as the largest number of votes cast [exceptions – see (6) and also Article 35].
6. The status of Society Member, of Associate Member, of Honorary Member is acquired by a vote on a relative majority of the General Council Members present or represented.
7. Appropriate decorum and adherence to rules of order will be maintained by the President during General Council meetings.

Article 19
The following decisions can only be taken during the General Council Meeting of the UIP:
a. The election of a President of the UIP.
b. The election of the Executive Committee.
c. The election of a Society Member, of an Associate Member, of an Honorary Member.
d. The choice of the locations and the dates of the official Congresses of the UIP.
e. Any changes in the Constitution.
f. The dissolution of the UIP.

EXECUTIVE COMMITTEE

Article 20
The members of the General Council with the right to vote elect the members of the Executive Committee by secret ballot, including the President Elect, the 5 Vice-Presidents, the General Secretary, the Assistant Secretary and the Treasurer.

Article 21
1. The Executive Committee meets whenever it is convened by the President or called by two thirds of its members.
2. The Agenda is drawn up by the President assisted by the General Secretary. Any member of the Executive Committee has the right to place an item on the Agenda.
3. All the members of the Executive Committee have the right to vote except for the Past President and the President Elect.
4. The decisions are taken on a relative majority of the members present, the President having only a deciding vote.
5. Discussion and decision making is also possible by written communication (e.g. letters, e-mails) on a relative majority of the members with a right to vote, the President having only a deciding vote.
6. The Executive Committee conveys its decisions to the General Council.

PRESIDENT

Article 22
1. The President is elected by the General Council Meeting during a World Congress.
2. The President’s term of office is 4 years and is not renewable.
3. The General Council, at its General Council Meeting, elects its next President — the President Elect – who will take up office 2 years later, but who will immediately become a member of the General Council and of the Executive Committee as President Elect.
4. The President who has ended his/her 4 year term of office is designated Past President and remains on the General Council and on the Executive Committee for 2 years as Past President.
5. During the first two years of his/her term of office, the President will have the assistance of the Past President and, during the last two years, the assistance of the President Elect.
6. Past Presidents or Presidents Elect will be consultative members of the Executive Committee, with no voting rights, during their term of office as Past President or President Elect.
7. In the event of impediment or death of the President, he/she will be replaced immediately by the President Elect who will complete the President’s term of office before beginning his/her own. An election of President Elect will take place at the General council meeting during the next World Congress.
8. In the event of impediment or death of one of the members of the Executive Committee, he/she can be replaced by an election at the General Council meeting during the next World Congress
9. The President will only vote when a deciding vote is required.

Article 23
1. The President represents the UIP and chairs all its meetings.
2. The President can mandate a representative if he/she is not available.

VICE – PRESIDENTS

Article 24
The 5 Vice-Presidents are elected for one, non-renewable 4-year term by secret ballot at the General Council Meeting.
They assist the President and replace him/her at his/her request.
The Vice-Presidents have the right to vote on the General Council and on the Executive Committee.

GENERAL SECRETARY and ASSISTANT SECRETARY

Article 25
The General Secretary and the Assistant Secretary are elected for a 4 year renewable term at a Council Meeting by secret ballot.
With the President and by approval of the Executive Committee, the General Secretary draws up the Agenda of the General Council and Executive Committee meetings and records the minutes of these meetings.
They invite applications for the different Executive Committee positions and convene the members of the General Council and of the Executive Committee to the meetings, within the deadlines set out in the Internal Regulations.
They have the right to vote on the General Council and on the Executive Committee.

TREASURER

Article 26
The Treasurer is elected for a 4 year renewable term by secret ballot at a General Council Meeting.
The Treasurer will first present a financial report to the Executive Committee and after approval by the Executive Committee, he/she will send the report to all members of the General Council prior to its next meeting.
He/She authorizes the expenses.
The Treasurer is responsible for the proper management of the finances of the UIP as well as for collecting membership fees.
The Treasurer has the right to vote on the General Council and on the Executive Committee.

TITULAR MEMBERS

Article 27
The Society Members as defined in Article 5, are elected at a General Council Meeting. Only the President of each Society Member or Association, or his duly authorized representative, has the right to vote.

ASSOCIATE MEMBERS

Article 28
Associate Members are defined in Article 6, and they are elected at a General Council meeting. They do not have the right to vote.

HONORARY MEMBERS

Article 29
Honorary Members as defined in Article 7, are proposed and elected at a General Council Meeting. They do not have the right to vote.

Article 30
Languages:
The official language of the UIP and its Constitution is English.
The minutes of meetings are drafted in French, English and Spanish languages. The minutes are signed by the President.
In the official Congresses of UIP, at least the plenary sessions must have Spanish translation.

Article 31
The members of the Executive Committee cannot receive any payment for the duties which are entrusted to them. Nevertheless, their travelling expenses can be refunded, subject to the President’s and the Treasurer’s prior approval.

Article 32
The UIP is represented in legal proceedings, and in all actions of civil life, by its President or any other person delegated to this end by the General Council.

Article 33
Annual fees:
Every member society will pay only one annual fee according to the categories below. Member Societies will be divided in 3 (three) categories: A, B and C
Category A – standard membership fee. Annual fees will be determined by the Executive Committee and approved by the General Council from time to time. The annual fee will be included in the Appendix.
Category B – Societies from the developing world. Annual fees will be reviewed by the Executive Committee from time to time but must remain no more than 50% of the standard fee.
Category C– Societies from countries in major crises (e.g. war) or in difficult socio-economic circumstances. Annual fees for such member societies will be waived while their circumstances remain the same.

The decision on the inclusion of the country in each category (A, B or C) must be taken considering information such as its GDP (Gross Domestic Product), per capita GDP, Human Development index and others. Such information must be obtained from formal reliable sources.

The request for classification under categories B and C must be made by the society and must be accompanied by adequate supporting material to justify such request.
Requests, sent to the President with a copy to the General Secretary, will be examined first by the Vice President of the corresponding geographic region and then by the President. Provided the application is considered complete, the request will be presented to the Executive Committee for approval.

The Executive Committee maintains the right to review the membership classification from time to time and change classification based on the available evidence.
Expenditures are approved by the President and dispersed by the Treasurer when appropriate. In the case of a dispute, resolution will be by the Executive Committee.

Article 34
The assets of the UIP will alone meet the commitments contracted on its behalf. None of its members can personally be held liable for its undertakings, subject to the possible application of the provisions applicable regarding the Court’s administration on insolvency or liquidation of assets.

V – MODIFICATION OF CONSTITUTION AND DISSOLUTION

Article 35
The Constitution can be modified by a decision of the General Council with at least half of its members with voting rights being present and by a three-quarter majority vote. The decision to dissolve the UIP can only be taken by a three-quarter vote at a meeting of the General Council with a quorum of two-thirds of its members.

Article 36
In the event of a voluntary or a statutory dissolution, or a dissolution ordered by a Court or by decree, the General Council will appoint one or more auditors responsible for evaluating the assets of the UIP. The General Council will determine, after all contributions have been collected, how the net assets will be applied.

Article 37
The General Secretary of the UIP will fulfill the declaration and publication formalities laid down by the law, both for registering this Constitution and for informing the Executive Committee of any modifications to the management, the Constitution or the registered office of the Union.

Article 38
The Internal Regulations and Appendix will not be a part of the Constitution and may be amended by the Executive Committee, as necessary, at any of its meetings.

Article 39
Any modification to this Constitution which is approved at a General Council Meeting, will be immediately applied, subject to prior commitments. Constitution revised and approved: Sydney, September 1998; Rome, September 2001; Rio de Janeiro October 2005, Boston September 2013, Seoul, August 2015