Constitution

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I – OBJECTIVES

Article 1
The aims of the International Union of Phlebology 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) to promulgate recommendations on the teaching of Phlebology as well as the training and continuing medical education of phlebologists; to promote consensus on all aspects of venous disorders; to encourage studies and research on disorders of venous origin;
c) To promote joint meetings or international congresses;
d) To encourage the creation and activities of societies or associations and to encourage them to join the International Union of Phlebology.

Article 2
The life of the International Union of Phlebology is extended by 99 years.

Article 3
The registered Office of the International Union of Phlebology is at: 106 Av de Suffren 75007 Paris, France, which can be changed by a decision of the Council. II

II - COMPOSITION

Article 4
The International Union of Phlebology is composed of Titular Societies, Associate Members, Ordinary Members, Industry Members, Emeritus Presidents and Honorary Members.

Article 5
Titular 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 Section of Phlebology which is concerned with venous pathology c- international, Multinational and Regional Societies or Associations with an activity which is connected with the activity in the 2nd sub-paragraph above.

Article 6
Other Members
a) Associate Members 1-Doctors practicing phlebology, representing countries where a national Society or Association does not yet exist in this discipline. They will pay fees according the Ordinary Members bellow. 2-Societies that not have the pre conditions to be affiliate as a Titular Member. This condition is transitory while they don’t reach the minimum preconditions.(See Appendix). These Societies pay annual fees as determined by the executive committee and reviewed from time to time. Such individuals can attend the Council Meeting without voting rights.
b) Ordinary Members These individuals will pay an annual fee as determined by the executive committee and reviewed from time to time. Such members will have no voting right and cannot attend the Council Meeting. Such members will receive a Certificate and an annual electronic or printed subscription of the official journal of the UIP (currently–International Angiology Journal). Individual members will receive a special discount for the congress of as determined by the executive committee by 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 amount fee will be decided by the Executive Committee by time to time.

Article 7
Honorary Members composed of: a-Presidents of international societies affiliated with UIP for the duration of their term; b- Individuals always present in the former honorary members and former Committee of Honour. c- Individuals indicated by the members of General Council. Honorary Members can attend the Council Meeting as an observer but will have no voting right.

Article 8
Emeritus Presidents This role is exclusive for past Presidents of the UIP. This is a lifetime role without voting right.

Article 9
A Society or Association wishing to join the International Union of Phlebology must make a formal application which will be considered at the following Meeting of the 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 Titular Member or Associate Member is lost by:
1. resignation
2. by termination or suspension for non payment of the subscription for 4 years or for a serious reason, by the Council, The member concerned must have previously been asked for an explanation.

III – ADMINISTRATIVE STRUCTURES

Article 11
The International Union of Phlebology is administered by a Council which, outside its meetings, delegates its authority to the Executive Committee which reports to the Council.

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

Article 13
The 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 Titular 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 Council Meeting of the International Union of Phlebology and invites comments. In his/her report, the President must give an account of his/her activities and those of the Council. He/She must announce the names of any new members of the honorary members and inform of any change in the Constitution or of the dissolution of the Union.

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

Article 17
The Council discusses and votes on the items on the agenda drawn up by the General Secretary with the President. Every 4 years it elects the next President (the President Elect) and the members of the Executive Committee by secret ballot. It discusses and votes on the candidatures of Titular Members, Associate Members and other members. It elects Honorary Members. It decides on the locations and dates of the official Congresses of the International Union of Phlebology It votes on the amount of the subscriptions on the recommendation of the Treasurer.

Article 18
Debating and voting procedures
(1) All the members of the Council can take part in the debates, but only the following are entitled to vote on the Council:
The President of each of the Titular Societies or his/her duly authorised representative, on the basis of only the Titular Societies which are up-to-date with their subscription are entitled to vote.

- 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 mandate per proxy.

(2) The only circumstance under which the President of the International Union of Phlebology votes is when a casting 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 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 Council’s decisions will be taken on an absolute majority; failing a decision, further voting will take place and the decision taken on a relative majority [exceptions- see (6) and also Article 35]
(6) The status of Titular Member, of Associate Member, of Honorary Member is acquired by a vote on a relative majority of the Council Members present or represented.

Article 19
The following decisions can only be taken during the Council Meeting of the International Union of Phlebology:
(a) The election of a President of the International Union of Phlebology
(b) The election of the Executive Committee
(c) the election of a Titular Member, of an Associate Member, of a Honorary Member
(d) Declare and hand over to the new Emeritus President
(e) The choice of the locations and the dates of the official Congresses of the International Union of Phlebology
(f) Any changes in the Constitution
(g) The dissolution of the International Union of Phlebology.

EXECUTIVE COMMITTEE

Article 20
The members of the Council with the right to vote elect the members of the Executive Committee by secret ballot, which comprises 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.
(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 casting vote.
(6) The Executive Committee conveys its decisions to the Council.

PRESIDENT

Article 22
(1) The President is elected by the Council Meeting during a World Congress.
(2) The President’s term of office is 4 years and is not renewable.
(3) The Council, at its 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 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 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 cooperation of the President Elect.
(6) Past Presidents or Presidents Elect, unless they are already members of the Executive Committee in another capacity, 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. If necessary, an immediate election of a President Elect will take place.
(8) In the event of impediment or death of one of the members of the Executive Committee, he/she can be replaced by an immediate election, with a mandate for the duration of the remaining term of office.
(9) The only circumstance under which the President votes is when a casting vote is required.
(10) The Past President and the President Elect have consultative but no voting rights.

Article 23
(1) The President represents the International Union of Phlebology 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 4 years by secret ballot at the Council Meeting.
They are not reeligible.
They assist the President and replace him/her at his/her request.
The Vice-Presidents have the right to vote on the Council and on the Executive Committee.

GENERAL SECRETARY and ASSISTANT SECRETARY

Article 25
The General Secretary and the Assistant Secretary are elected for 4 years at a Council Meeting by secret ballot.
Their term of office is renewable.
With the President, they draw up the agenda of the Council and Executive Committee meetings and record the minutes of these meetings.
They invite applications for the different posts and convene the members of the 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 Council and on the Executive Committee.

TREASURER

Article 26
The Treasurer is elected for 4 years by secret ballot at a Council Meeting.
His/Her term of office is renewable. The Treasurer will present a financial report to the Council.
After approval, he/she will send it to all the members of the Council. He/She authorizes the expenses.
The Treasurer is responsible for the proper management of the finances of the International Union of Phlebology as well as for collecting subscriptions.
The Treasurer has the right to vote on the Council and on the Executive Committee.

TITULAR MEMBERS

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

ASSOCIATE MEMBERS

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

Article 30
Languages The languages of the International Union of Phlebology are French and English.
The Constitution is drafted in French and English languages, the French text being the text of reference.
The minutes of meetings are drafted in French, in English and in Spanish languages.
The minutes are signed by the President.
In the official Congresses of International Union of Phlebology, at least the main room meetings must have the Spanish translation.

Article 31
The members of the International Union of Phlebology 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 International Union of Phlebology 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 Council.
The representatives of the International Union of Phlebology must enjoy their civil rights unrestrictedly.

Article 33
Annual fees For the annual fees: Every member society will pay only one annual fee according to the categories below.
Society members will bedivided in 3 (three)categories: A, B and C Category A – standard membership fee.
Annual fee to be determined by the executive committee and approved by Council Meeting from time to time.
The annual fee for each year will be included in the Appendix.
Category B – Societies from the developing world. Fee to 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 (eg. 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 support material to justify such request. Requests, sent to President with a copy to 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 revoke classification based on the available evidence.
Expenditures are recommended by the President or the General Secretary and settled by the Treasurer.

Article 34
The assets of the International Union of Phlebology 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 Council with at least half of its members with voting rights being present and with a majority of three quarters on voting. The decision to dissolve the International Union of Phlebology can only be taken by a ¾ vote at a meeting of the Council with a quorum of 2/3 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 Council will appoint one or more auditors responsible for winding up the assets of the International Union of Phlebology . The Council will determine, sovereingly, after all contributions have been collected, how the net assets will be used; the balance of the assets will be paid to one or more similar bodies, in accordance with the legislation in force.

Article 37
The General Secretary of the International Union of Phlebology will fulfil the declaration and publication formalities laid down by the law, both for filing this Constitution and for informing the Administrative Body of any modifications to the management, the Constitution or the registered office of the Union.

Article 38
The Internal Regulations will be appended to this Constitution and will form an essential supplement to them. They will have the same force as this Constitution and must be executed, as stipulated, by each member of the Union, once they have been approved at a Council Meeting. They will be provisionally applied while waiting for this approval. The Appendix attached to the Constitution is not part of the Constitution and may be amended by the Council, as necessary, at any of its meetings

Article 39
Any modification to this Constitution which is approved at a 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.