Constitution

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I – OBJECTIVES

Article 1
The aims of the UNION INTERNATIONALE DE PHLEBOLOGIE 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 national societies or associations and to encourage them to join the UNION INTERNATIONALE DE PHLEBOLOGIE

Article 2
The life of the UNION INTERNATIONALE DE PHLEBOLOGIE is extended by 99 years.

Article 3
The registered Office of the UNION INTERNATIONALE DE PHLEBOLOGIE is at:
106 Av de Suffren 75007 Paris, France, which can be changed by a decision of the Council.

II - COMPOSITION

Article 4
The UNION INTERNATIONALE DE PHLEBOLOGIE is composed of Titular Societies, Associate Members, Founder Members, Members of Honour and Honorary Members.

Article 5
Titular Members
are:
- national Phlebology Societies or Associations
- 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
- international Societies or Associations with an activity which is connected with the activity in the 2nd sub-paragraph above.

Article 6
Associate Members
will be Doctors practising phlebology, representing countries where a national Society or Association does not yet exist in this discipline.

Article 7
The Founder Members are the following:
AUDIER; G. BASSI; COMEL; HURlEZ; J. MARMASSE; R. TOURNAY; HR. VAN DER MOLEN; P. WALLOIS.

Article 8
The Council Meeting held on 4 May 1983 in Bruxelles during the VIIIth World Congress of the UNION INTERNATIONALE DE PHLEBOLOGIE, decided to create a Committee of Honour the Presidency of which was conferred on Dr. HR. VAN DER MOLEN and the Vice-Presidency on Dr.G. BASSI.

Article 9
An Honorary Member will be the President of an International Society or Association in a discipline related to phlebology. He/She will be an Honorary Member of the Council of the UNION INTERNATIONALE DE PHLEBOLOGIE but only for the duration of his/her Presidency.

Article 10
A Society or Association wishing to join the UNION INTERNATIONALE DE PHLEBOLOGIE 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 who must be sponsored by at least two members of the executive committee

Article 11
The status of Titular Member or Associate Member is lost by:

1. resignation
2. by termination or suspension for non payment of the subscription or for a serious reason, by the Council, the member concerned having previously been asked for an explanation.

III – ADMINISTRATVE STRUCTURES

Article 12
The UNION INTERNATIONALE DE PHLEBOLOGIE is administered by a Council which, outside its meetings, delegates its authority to an Executive Committee which reports to the Council.

Article 13
A Council Meeting of the UNION INTERNATIONALE DE PHLEBOLOGIE is held at every Chapter meeting and World Congress of the Union.

Article 14
The Council comprises:

1 – The President of the UNION INTERNATIONALE DE PHLEBOLOGIE
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 country
6 – the Founder Members
7 – the Members of Honour
8 – the Honorary Members

Article 15
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

GENERAL MEETING
Article 16
The President presents his/her report to the Congress at the General Meeting of the UNION INTERNATIONALE DE PHLEBOLOGIE 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 Committee of Honour and inform of any change in the Constitution or of the dissolution of the Union.

COUNCIL
Article 17
A General Meeting of the Council is held at each Chapter meeting and World Congress of the UNION INTERNATIONALE DE PHLEBOLOGIE, a meeting of the Council can also be called by the President or at the request of one quarter of its members.

Article 18
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 and Associate Members. It elects Members of Honour and Honorary Members.
It decides on the locations and dates of the official Congresses of the UNION INTERNATIONALE DE PHLEBOLOGIE
It votes on the amount of the subscriptions on the recommendation of the Treasurer.

Article 19:
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 two votes per country. One vote belongs to the Society already present in the UIP; the second vote belongs to the other new Society/Societies. In the event of the Titular Societies from one country being unable to reach an agreement of on the two votes, then that country will be considered as not having voted. Only the Titular Societies which are up-to-date with their subscription are entitled to vote.
- The Founder Members
- Those members of the Executive Committee who do not otherwise have the right to vote. Voting by proxy is accepted within the limit of one mandate per proxy.
(2) The only circumstance under which the President of the UNION INTERNATIONALE DE PHLEBOLOGIE 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 authorised representatives, must be present in order for the proceedings to be valid [exceptions- see (6) and also Article 38]
(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 38]
(6) The status of Titular Member, of Associate Member, of Member of Honour and of Honorary Member is acquired by a vote on a relative majority of the Council Members present or represented.

Article 20
The following decisions can only be taken during the General Meeting of the UNION INTERNATIONALE DE PHLEBOLOGIE:

(a) The election of a President of the UNION INTERNATIONALE DE PHLEBOLOGIE
(b) The election of the Executive Committee
(c) the election of a Titular Member, of an Associate Member, of a Member of Honour or of an Honorary Member
(d) The choice of the locations and the dates of the official Congresses of the UNION INTERNATIONALE DE PHLEBOLOGIE
(e) Any changes in the Constitution
(f) The dissolution of the UNION INTERNATIONALE DE PHLEBOLOGIE.

EXECUTIVE COMMITTEE
Article 21

The members of the Council with the right to vote elect the members of the Executive Committee by secret ballot, which comprises the President in office, the Past President or the President Elect, the 5 Vice-Presidents, the General Secretary, the Assistant Secretary and the Treasurer.

Article 22
(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.
(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 casting vote.
(5) The Executive Committee conveys its decisions to the Council.

PRESIDENT
Article 23

(1) The President is elected by the General Meeting of the Council during a World Congress.
(2) The President’s term of office is 4 years and is not renewable.
(3) The Council, at its General 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) Past Presidents or Presidents Elect, unless they are already members of the Council in another capacity, will be consultative members of the Council, with no voting rights, during their term of office as Past President or President Elect.
(8) 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.
(9) 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.
(10) The only circumstance under which the President votes is when a casting vote is required.
(11) The Past President and the President Elect have consultative but no voting rights.

Article 24
(1) The President represents the UNION INTERNATIONALE DE PHLEBOLOGIE and chairs all its meetings.
(2) The President can mandate a representative if he/she is not available.

VICE – PRESIDENTS
Article 25

The 5 Vice-Presidents are elected for 4 years by secret ballot at the General Meeting of the Council.
They are not reeligible.
They assist the President and replace him/her at his/her request.
The Vice-Presidents, who do not otherwise have the right to vote, have the right to vote on the Council and on the Executive Committee.

GENERAL SECRETARY and ASSISTANT SECRETARY
Article 26
The General Secretary and the Assistant Secretary are elected for 4 years at a General Meeting of the Council by secret ballot.
Their term of office is renewable.
With the President, they draw up the agendas of the Council and Executive Committee meetings and record the minutes of these meetings in French and in English.
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 if they do not already have this right in another capacity

TREASURER
Article 27
The Treasurer is elected for 4 years by secret ballot at a General Meeting of the Council.
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 UNION INTERNATIONALE DE PHLEBOLOGIE as well as for collecting subscriptions.
The Treasurer has the right to vote on the Council and on the Executive Committee if he/she does not otherwise have this right in another capacity.

TITULAR MEMBERS
Article 28
The Titular Members as defined in Article 5, are elected at a General Meeting of the Council  [Article 19 (6)]
Only the President of each Titular Society or Association, or his duly authorized representative, have the right to vote.

ASSOCIATE MEMBERS
Article 29:
Associate Members
as defined in Article 6, are limited to 2 per country and are elected for 4 years at a General Meeting of the Council [see Article 19 (5)].
They do not have the right to vote.

FOUNDER MEMBERS
Article 30
The Founder Members are listed in Article 7.
They have the right to vote on the Council.

MEMBERS OF HONOUR
Article 31
The Members of Honour ( Article 8 ) are proposed and elected for life at a General Meeting of the Council [Article 19(6) and Internal Regulations: Article 7].
They do not have the right to vote.

HONORARY MEMBERS
Article 32
Honorary Members
as defined in Article 9, are proposed and elected at a General Meeting of the Council.
They do not have the right to vote.

Article 33
The languages of the UNION INTERNATIONALE DE PHLEBOLOGIE are French and English. The Constitution and the minutes of meetings are drafted in French and in English, the French text being the text of reference.
The minutes are signed by the President.

Article 34
The members of the UNION INTERNATIONALE DE PHLEBOLOGIE 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 35
The UNION INTERNATIONALE DE PHLEBOLOGIE 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 UNION INTERNATIONALE DE PHLEBOLOGIE must enjoy their civil rights unrestrictedly.

Article 36
The receipts of the UNION INTERNATIONALE DE PHLEBOLOGIE arise from an annual subscription fee paid by each Titular Society proportional to the number of members of each Titular Society. The amount of the subscription fee is voted at a General Meeting of the Council.
A Titular Society which has not paid its annual subscription fee for three consecutive years should be struck off the UNION INTERNATIONALE DE PHLEBOLOGIE by a vote at a General Meeting of the Council with at least two thirds of its members with voting rights being present and with a majority of three quarters on voting.
Under certain circumstances, the Council can exempt a Society from its contribution or reduce it.
Expenditures are recommended by the President or the General Secretary and settled by the Treasurer.

Article 37
The assets of the UNION INTERNATIONALE DE PHLEBOLOGIE will a1one 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 38
The Constitution can be modified by a decision of a General Meeting 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 UNION INTERNATIONALE DE PHLEBOLOGIE can only be taken by a ¾ vote at a meeting of the Council with a quorum of 2/3 of its members.

Article 39
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 UNION INTERNATIONALE DE PHLEBOLOGIE.
The Council will determine, sovereignly, 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 40
The General Secretary of the UNION INTERNATIONALE DE PHLEBOLOGIE 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 41
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 General Meeting of the Council. 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 42
Any modification to this Constitution which is approved at a General Meeting of the Council, will be immediately applied, subject to prior commitments.
Constitution revised: Sydney, Sep 1998; Rome, Sep 2001; Rio de Janeiro Oct 2005.