Statutes of the Societat Catalana de Trasplantament

OBJECT

Article 1

1. The association is named the “SOCIETAT CATALANA DE TRASPLANTAMENT”.
2. It is subject to the Law of 7 July 1997 and other agreements.
3. The Societat Catalana de Trasplantament is a specialised branch, because of the scientific discipline in which its activity is developed, of the Acadèmia de Ciències Mèdiques de Catalunya i Balears (ACMCB).
4. The duration of the Society is indefinite.

AIMS

Article 2

1. The Societat Catalana de Trasplantament, is a not-for-profit society with the following aims:

  • a) Bring together all the specialists with a Bachelor in Medicine or Surgery or other related specialities, with an interest in or connection with transplantation, as well as graduates of other areas who may request it.
  • b) Contribute to the scientific improvement of its members.
  • c) Promote the development of scientific and academic activities related to transplantation.
  • d) Advise public organisations and private societies regarding transplantation.
  • e) Establish the means for extending studies in the speciality.
  • f) Collaborate with universities for the scientific and technical development of the speciality.
  • g) Encourage cooperation with other national and international societies.

2. To realise these aims, the Societat Catalana de Trasplantament will assume the representation and incorporation of its members in national and international sister societies.

Article 3

1. All those who meet the requirements stated in Article 31 may be accepted by the Societat Catalana de Trasplantament.
2. The Society’s Council will decide and confirm the necessary requirements and circumstances.

ADDRESS

Article 4

The address of the SOCIETAT CATALANA DE TRASPLANTAMENT is at the head office of l'ACADÈMIA DE CIÈNCIES MEDIQUES DE CATALUNYA I BALEARS (ACMCB), Passeig de la Bonanova 51, Barcelona.

TERRITORIAL RANGE

Article 5

The Society will undertake its principal activities in Catalonia and in Catalan-speaking territories.
The Society may have Regional Sections in the subsidiary organisations of the ACMCB.

MANAGING BODIES AND FORM OF ADMINISTRATION

Article 6

The Society will be governed by the following bodies:
1. The General Assembly
2. The Council.

Article 7

The Assembly, the Society’s highest authority, will be constituted by all the members. The Assembly meetings may be ordinary and extraordinary.

Article 8

The Ordinary General Assembly will meet once a year in order to approve the annual budget and the annual accounts, and to reach agreements to settle the manner and amount of the contribution for maintenance of the expenses of the Societat (Association), and to approve the management of the governing body. It will also deal with the Report of activities undertaken, future projects, the statutory partial renovation of the Board of Directors, the proposals made by members of the Assembly and the requests of attending associates.

Article 9

1. The General Assembly represents the will of its members. The Assembly shall be convened by the Council with at least 15 days notice, and shall be sent to all members at their addresses, accompanied by the Agenda, the date and the time of the meeting.
2. A number not less than 5% of members may request to the Council the inclusion of one or more matters to be included in the Agenda, and if the Assembly has been convened, providing it is not done in the first third of the period between the reception of the call and the day of the Assembly. The request may also be made directly to the Assembly, which may consider what is convenient, but agreements regarding issues not included in the Agenda may be reached only if two thirds of the attendees agree.
3. The Assembly shall be properly constituted, at a first call, when half the members plus one are present, and at a second call, a minimum of half an hour later, whatever the number of attendees.
4. The General Assembly shall be presided by the President and the Secretary of the Council. If neither are present, it shall be chaired by the Vice-president, Vice-secretary or other members of the Council, in that order, or otherwise they shall be elected by those attending the General Assembly.
5. At any Assembly, the Minutes of the previous Assembly must firstly be read and approved. The agreements will be approved by a simple majority of the attendees.
6. The General Assembly is the competent authority to elect the members that will comprise the Council, and may dismiss them at any time, as long as this issue is included in the Agenda.
If several candidatures are presented for election to the Council, the decision is made by simple majority of the votes.

Article 10

The Minutes of the General Assembly must include the date, a list of those present, the matters dealt with, the agreements made and must faithfully record the different opinions expressed, and may, if so requested by a member, include a literal record of a proposal or observation. The Minutes will be signed by the Secretary with the approval of the President.

Article 11

The Extraordinary General Assembly shall take place when convened by the Council or when a number of members, not less than 10%, request it in writing, providing an Agenda. In this case, the Assembly shall take place within 30 days of the date of the request.
In order to agree on the separation of members, change of statutes, dissolution of the association or society, constitution of a federation of similar associations or the integration of an existing one, the number of votes required will be two thirds of the attendees.

Article 12

The Council is comprised of:
1) A President
2) A Vice-president
3) A Secretary
4) A Vice-secretary o Treasurer
5) Two Members
6) Other positions within the Council can be created at the request of the Society with the approval of the governing body of the Acadèmia.

Article 13

1. The members of the Council of Directors will be chosen from the members of the Society with at least 12-month's membership and elected by a simple majority of votes of the members of the Ordinary General Assembly.
2. The voting will be secret, and voting shall be made separately for each position or candidature. The period established to present candidatures shall be defined, beyond this period, if there are no presentations, the Council shall make a proposal which will be agreed by simple majority. It must be stated if proxy voting or postal voting will be accepted.
3. The positions in the Council are unpaid.

Article 14

1. The elected positions shall be for four years maximum, and members cannot be re-elected to the same position for an immediately following period.
2. Renewal of the Board shall be carried out every two years. In the first renewal the Vice-president, Secretary and Second member will be elected and the President, Vice-secretary and First member will be elected in the second renewal.

Article 15

The Council will meet whenever the President calls a meeting, which must be at least once every 3 months in order to hold an Ordinary Session, and as many times as the President considers necessary, or if requested by at least three members of the Board.

Article 16

The Council shall organise the programming and management of the activities of the Society, the administration of the association and the presentation of the annual budget of income and expenses, as well as the accounts for the previous year for the approval of the General Assembly.

Article 17

The Council are empowered to award all kinds of contracts of an administrative or regulatory nature, but not those of acquisitions, contributions and disposition of real estate assets, which require the approval of the members’ Assembly.

Article 18

The President of the Council shall legally represent the association, may act in its name and carry out agreements adopted by the Assembly or by the Council. S/he will call meetings of the Council and the General Assembly.

Article 19

The Vice-president will substitute the President in all his/her functions that the latter requests in case of absence, illness or resignation.

Article 20

The Secretary will write and sign, together with the President, the Minutes of all meetings of the Society’s bodies, shall be responsible for the Minute book, and the Society's membership register.

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Article 21

1. The Vice-president or Treasurer shall receive and be responsible for funds belonging to the Society, shall pay what is decided by the President and shall manage the accounts, leaving written records.
2. Shall maintain the annual forecast of income and expenses, as well as the previous year’s accounts that will be presented to the Council in order that they may be presented to the General Assembly for subsequent approval.

Article 22

Members will collaborate in tasks that the President requests.

Article 23

1. The Council will be constituted when the majority of its members attend. Agreements will be reached by a simple majority of attendees. In the case of a tie in the voting, the President will have the deciding vote.
2. Representation of the Council may only be conferred on other members of the Board.

Article 24

The Council, agreed by a majority of two thirds of the members, shall permanently delegate part of its duties to some of the Board members. However its duty to report to the Assembly, present proposals or convene the Assembly of the Society cannot be delegated.

Article 25

1. The Society may create the specialised sections it deems necessary. This must be previously communicated to the ACMCB Board for their approval.
The specialised sections shall be coordinated by a member of the Council who will act under the aegis of the Society.
2. The Society may create regional sections within the auspices of ACMCB subsidiary organisations.

Article 26

The President and the Secretary of the Society are part of the Consultative Board of the Acadèmia de Ciències Mèdiques de Catalunya i Balears (ACMCB), which will meet according to Article 12 of its Statutes.

Article 27

The ACMCB’s Secretary and the Private Foundation of the Acadèmia de Ciències Mèdiques de Catalunya i Balears (ACMCB), may support the economic and accounting management of the Society, prior to agreement with the Society’s Council.

Article 28

The ACMCB Board of Directors shall be informed of the scientific activities of the Society, so that they may provide the appropriate dissemination.
The regional sections shall inform the Council of the Society of their activities so that the Society can incorporate them and give them the appropriate dissemination.
The Secretary of the Society shall update the General Secretary of the Acadèmia on the registrations and deregistrations of members in order to send publications and general mailing. At the end of every academic year, a record of all the activities that have taken place will be created and sent to the General Secretary to be included in the ACMCB’s annual report.

Article 29

Any proposal to change the Statutes or create Sections shall be approved by the ACMCB Board. In order to change the Statutes, the Council shall convene an Extraordinary General Assembly of the members, shall include this issue in the Agenda, and have at the members’ disposal the whole text of the Article(s) to be modified. The approval by two thirds of the members attending the General Assembly will be necessary.

THE MEMBERS

Article 30

The number of members is unlimited

Article 31

Any person fulfilling the following requirements may be a member of the Society:
1. Be qualified in medicine or surgery or have a University degree.
2. Be a full member or fellow of the ACMCB.
3. Have the approval of the Society's Council.

Article 32

Members shall have the following rights:
1) To attend the General Assemblies, to express opinions and to vote. Each member has one vote.
2) To vote and to be elected onto the bodies of the Society.
3) To enjoy the use of services offered by the Society.
4) To attend all the events held by the Society.
5) To be informed on the activities of the Society, the identity of the other members, the state of the accounts, previous to the convening, on the issues to be dealt with in Assemblies and verbally during an Assembly. The members of the governing body shall provide information requested.
6) To have a copy of the current Statutes and internal regulations.
7) To consult the books of the Society.
8) To be heard prior to the enactment of disciplinary measures.
9) Disciplinary procedure. The Council shall inform the member of a disciplinary procedure, the motives for it, which must be based on the non-fulfilment of the rights as a member. The Council must previously hear the member and shall decide if a disciplinary measure is to be taken. Their decision may be appealed in the General Assembly and in the Council.
10) All the rights that the Statutes and the law give.

Article 33

Members shall have the following obligations:
1) To adhere to the Statutes and regulations, to comply with the agreements adopted by the governing bodies of the Society.
2) To cooperate and participate in the aims of the association. To participate in the scientific sessions and generally in the activities carried out by the Society.
3) To contribute towards the expenses of the Society, paying the fees described in the Statutes and that have been approved accordingly.
4) To fulfil the obligations stated in the Statutes.

Article 34

Reasons for cessation of membership of the Society:
1. Voluntary resignation submitted in writing to the President of the Council.
2. Failure to pay relevant fees.
3. By agreement of the General Assembly, when the member has seriously violated his/her obligations as a Society member. In this case, an arbitrator appointed by the Council shall initiate appropriate proceedings.
4. The member shall be informed of the reasons for disciplinary measures. The member concerned is authorised subsequently to lodge an appeal. The Council shall decide on the disciplinary measures to be taken and their severity, and this must be validated by agreement of two thirds of the members. The definitive expulsion of a member must be agreed in a General Assembly.

ACTIVITIES

Article 35

The issues to be dealt with in scientific sessions and their development shall be defined by the Council, who will have the faculty to request the participation of suitable members.

Article 36

Written announcement of scientific sessions along with the issues to be dealt with shall be sent to all members beforehand.

Article 37

The Council may convene events and extraordinary scientific meetings if considered appropriate for the prestige and development of the Society.

Article 38

The activities and/or relations established by the Society with other entities or scientific societies shall be communicated to the ACMCB’s Board, according to the Statutes.

Article 39

1. The Society has no assets at its founding.
2. The Society may use the headquarters, facilities, administration and general services of the ACMCB.

Article 40

The economic resources for the development of the Society’s activity shall be:
1. Members’ contributions.
2. Awards from official bodies or others.
3. Donations from individuals and institutions.

DISSOLUTION

Article 41

The Society may be dissolved for any of the following reasons:
1. A definitive legal decision.
2. By agreement of an Extraordinary General Assembly which must be convened expressly for the purpose. In order to be valid, at least two thirds of its members shall agree. However, the Assembly may not agree to dissolution if at least a quarter of the members are opposed, are willing to continue and make a written commitment to maintain the Society financially.
3. The impossibility of continuing with the aims and objectives for which the Society was initially created.

Article 42

In the event of the dissolution of the Society, the Council shall act as a liquidating commission, which, when pending rights and obligations have been resolved, shall leave the remaining social assets at the ACMCB’s disposal.

Article 43

Whatever is not expressly stated in these Statutes shall be covered by the Statutes of ACMCB.
 

Dr. Josep Grinyó i Boira
President SCTrasplantament

Dr. Jaume Martorell i Pons
Secretary SCTrasplantament

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