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9/17/2019 : 1:01 pm

Articles of association


§ 1 Name, Registered Office and Field of Activity

1) The Society shall bear the name "Österreichische Gesellschaft für Tumororthopädie" (AMSOS Austrian Musculoskeletal Oncology Society).
2) Its registered office is in Vienna and its field of activity covers Austria.

§ 2 The Society, whose business is non profit making, aims for
1) Pinpointing the educational guide lines for the profession of oncologist
2) A platform for associated fields (radiology, pathology, radiotherapy, nuclear medicine, oncology, plastic surgery, vascular surgery, paediatrics)
3) Sponsorship of science in oncology on the basis of the Vienna Bone Tumour Registry
4) Giving guidelines for the diagnosis and treatment in oncology (educational criteria) on the basis of scientific knowledge
5) Promoting education and further education in the field of oncology with the target of establishing an educational course for the qualification as an oncologist
6) Forming and maintaining national and international contacts
7) Founding fellowships in oncology with the target of a standardised diagnosis and therapy of skeletal and soft tissue tumours
8) Organising events on a regular basis
9) Establishing a home page

§ 3 Measures to reach the Society’s aims
1) Regular meetings to discuss cases
2) Further education meetings, study groups, acquisition of literature, congress meetings, publications, public relations (media presence, home page)
3) Maintaining interest in view of the authorities
4) The necessary material means should be settled by
- a) membership fees
- b) proceeds from events and club ventures
- c) donations and other bequests

§ 4 Types of membership
1) The members of the Society are composed of full members, associate members as well as honorary members
2) Full members are persons who are fully involved in the Society’s work, associate members are those persons who support the Society’s activities by paying a raised membership fee

§ 5 Acquisition of membership
1) Full and associate members can all be physical and legal persons
2) The Board of Directors makes the ultimate decision for the admission of full and associate members
3) Honorary members are persons, who have been nominated due to their special merits towards the Society

§ 6 Termination of membership
1) The membership terminates on death (for legal persons on losing their legal status), voluntary resignation, deletion and by expulsion
2) Termination can occur at any time. The Board of Directors has to be informed at least 3 months beforehand.
3) A member can be excluded from the Society by the Board of Directors due to gross violation of membership duties or due to dishonourable behaviour. An appeal to the Board of Directors against the expulsion is permissible, the rights of membership will be suspended until the decision is made.
4) The deprivation of honorary membership can be decided according to the grounds mentioned in paragraph 4.

§ 7 The members rights and duties
1) The members have the right to take part in all the Society’s events and lay claim to the Society’s facilities. Only full members have the right to an active and passive vote in the General Assembly.
2) The members are obliged to promote the interests of the Society to the best of their abilities and to refrain from everything that would detract from the reputationand purpose of the Society. They have to heed the Society’s articles of
association and the resolutions of the Society organs. The full and associate members are obliged to pay their membership dues punctually, the amount being as agreed in the yearly General Meeting.

§ 8 The Society’s organs
The organs of the Society are:
1) the General Meeting
2) the Board of Directors
3) the Auditor
4) the Arbitration Court

§ 9 The General Meeting
1) The full General Meeting takes place once a year.
2) A Special General Meeting can be called by order of the Board of Directors or by the full General Meeting in a written petition from at least a tenth of the members, or by the auditor within a period of 4 weeks.
3) All the members have to be invited to the full and special General Meetings in writing at least two weeks before the date. The appointment of the General Meeting has to be accompanied by the order of business. The summoning is made by the Board of Directors.
4) Proposals for the General Meeting have to be submitted in writing to the Board of Directors at least three days before the appointed date of the General Meeting.
5) Valid resolutions – apart from those regarding the summoning of a Special General Meeting - can only be tackled in the order of business.
6) All members can take part in the General Meeting, only full and honorary members are eligible to vote. Every member has one vote. Legal persons are represented by an authorised representative. The transfer of the eligibility to vote to another member is only allowed by a written authorisation.
7) The voting and quorum in the General Meeting usually result with a simple majority, resolutions concerning a change in the Society’s articles of association or its dissolution need, however, a qualified majority of two thirds of the valid
votes.
8) The chairman of the General Meeting is the President, in the case of his disability the 1st Vice President. If he is also disabled then the 2nd Vice President.

§ 10 The following tasks are reserved for the General Meeting
1) Receipt and ratification of the statement of accounts and the closing of accounts
2) Appointment and suspension of the members of the Board and the auditor.
3) Stipulating the membership fees for full and associate members
4) Bestowing and depriving the honorary membership
5) Deciding upon nominations for exclusion from the membership
6) Resolutions regarding alterations to the articles of association and the voluntary dissolution of the Society
7) Discussion and resolution of other matters on the order of business.

§ 11 The Board of Directors
1) The Board of Directors is made up of the President, two to four Vice Presidents, the Secretary and the Treasurer. All the Board members are voted for a period of two years by a simple majority at the General Meeting. It is possible to re-elect the
President for a continuous period. The other members of the Board can be re-elected.
2) The Board of Directors has the right to co-opt members, whereby the subsequent ratification has to be procured at the next General Meeting.
3) The Board of Directors will be convened by the President, or in case of his disability by the 1st Vice President, in writing or verbally. The Board of Directors is a quorum, if all the members have been invited and at least half of them are present.
4) The Board of Directors passes its resolutions by a simple majority, if there is a tie in the votes, then the President’s vote is decisive. The President has the chairmanship, in case of his disability the 1st Vice President.
5) The General Meeting can suspend the whole Board of Directors or individual members at any time with a 2/3 majority.
6) The members of the Board of Directors can declare their resignation in writing at any time. The advice of resignation is to be directed to the Board of Directors, in case the whole Board resigns to the General Meeting. The resignation will only be effective with the election or co-option of a successor.

§ 12 The Board of Directors field of duties
The Board of Directors’ duty is to manage the Society. They will complete all the duties that are not assigned to other organs of the Society by the articles of association. The following are duties in their field of operation:
1) Supplying a year’s budget as well as drafting the statement of accounts and the closing of accounts.
2) Preparing the General Meeting
3) Convening the full and associate General Meeting
4) Administrating the Society’s assets
5) Enrolment, expulsion and deletion of Society members
6) Enrolment and notice of termination of the Society’s employees
7) Carrying out the resolutions made in the General Meeting
8) Handling all business, which is not reserved or assigned by the articles of association to the General Meeting or another organ of the Society

§ 13 Special duties of particular members of the Board
1) The President is the highest ranking functionary in the Society, his duty is to represent the Society externally, facing the authorities and third persons. He is in the chair at the General Meeting and the Board of Directors. If there is a dangerous situation he has also the right, at his own risk, to give orders independently in the areas of the General Meeting’s or Board of Directors influence; these need to be approved subsequently by the organ of the Society responsible.
2) The Secretary has to assist the President in carrying out the Society’s business. He/she has to attend to keeping the minutes of the General Meeting and the Board of Directors.
3) The Treasurer is responsible for the orderly finances of the Society
4) Written dispatches and announcements from the Society, especially documents which obligate the Society, have to be signed by the President and the Secretary, or if they concern financial matters have to be signed by the President and the Treasurer.

§ 14 The Auditors
1) The auditors are elected by the General Meeting for a period of two years; a re-election is possible.
2) The auditors duties are to control the current transactions and to examine the closing of accounts. They have to report the results of their examination to the General Meeting.
3) Otherwise the stipulations in § 11 are valid for the auditors accordingly.

§ 15 Arbitration Court
1) The arbitration court will settle all disputes resulting from the Society’s affairs.
2) The arbitration court is composed of five full members of the Society. It will be put together in such a way that the disputing party will name two members to the Board as arbitrators within 8 days. In a parity of votes the decision is made by lot among the nominees.
3) The Arbitration Court reaches its decision in the presence of all its members with a simple majority. It decides according to better judgement and conscience. Its decision is absolute within the Association.

§ 16 Dissolution of the Society
1) The voluntary dissolution of the society can only be determined in a special General Meeting, which has been convened for this purpose, and with a two-thirds majority of all the valid votes.
2) If there is any capital in the Society the General Meeting has to affect liquidation. Above all they have to determine a liquidator and to pass resolutions to whom the Society’s capital will be transferred after repayment of liabilities. Should the occasion arise, any left over capital should fall to an organisation, which has the same or similar aims as this Society.



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