Articles of Association of International Bowel Ultrasound Group e.V.

§1 Name and Headquarters

The name of the Association is International Bowel Ultrasound Group (IBUS) with the addition of e.V. following the registration in the Register of Associations of the district court of Münster.

The headquarters of the Association are in Münster.

The Association shall be entered in the Register of Associations of the district court of Münster.

§ 2 Purpose

The purpose of the Association is the research, training and cooperation in the field of bowel diseases and intestinal ultrasound with an aim to improve patient care. As a part of this mandate, the Association will promote all efforts, which may improve treatment or management, contributing to improved disease control or cure.

The purpose of the Association shall be achieved as follows:

Promotion, sponsoring and control of international research in the field of bowel diseases,

Cooperation and participation with/in other organisations that are interested in bowel diseases, including professional medical associations and industry,

Improving the quality of research in the field of bowel disease and ultrasound, in both respect of principle research and clinical research,

Supporting and promoting the training of healthcare personnel in the field of bowel diseases,

Organisation of international and regional scientific exchange and training exchange programmes in the field of bowel disease and ultrasound,

Influence the investigation and management of bowel disease through use of ultrasound through the dissemination and publication of best-evidence, passing on and teaching of guidelines or other teaching materials in the field of bowel disease and ultrasound.

§ 3 Membership

3.1 Requirements

Any natural or legal person belonging to one of the following groups may become a member of the Association:

Physicians,

Expert medical staff,

National scientific organisations for bowel diseases,

Natural persons/Anybody and companies with an interest in the associate content.

Membership is independent of nationality, language, ethnic origin, religion, ideology or gender.

3.2. Members

3.2.1. Individual Members

A Regular Member is a physician or scientist with a university degree working in the field of bowel diseases,

An Affiliate Member is any healthcare professional or student with an interest in the field of bowel diseases at a post-graduate level,

An Honorary Member is a person who has made an exceptional contribution to IBUS that has had a substantive impact on IBUS’ development and the achievement of its mission and objectives. Honorary membership is conferred to express IBUS’ wish to honour this person for his/her contribution. Only individuals can be nominated as Honorary Members.

3.2.2. Institutional Members

An Institutional Member is a medical institution, such as a university hospital, hospital, private hospital, research centre, or a company in the pharmaceutical field or in medical engineering, or a self-help organ or a funding agency within the healthcare system, as long as it complies with the Association regulations.

3.2.3. Corporate Members

A Corporate Member is a biomedical, biotechnological, nutritional or other company with a key interest in bowel diseases or with products or services in the field. IBUS Corporate Membership requires a commitment for a period of at least two years.

3.2.4 Application Procedure

Anybody wanting to become a member of the Association has to submit a written application, the acceptance of which will be decided by the Executive Board.

Candidates for Honorary Membership may be proposed to the Executive Board by a member of the Association. Honorary Membership will be decided by the General Assembly at the general meeting following the proposal.

Members are obliged to pay their membership fee on time. A member’s vote is suspended as long as the member is in arrears with the membership fee due.

Members are obliged to adhere to the provisions of the Articles of Association and to conduct themselves in an appropriate manner.

§ 4 Fees

The Executive Board determines the annual fee in its membership fee regulations.

§ 5 Termination of the Membership

A member may withdraw from the Association at any time. The termination has to be made in writing and submitted to an Executive Board member. Any fees already paid will not be refunded upon withdrawal.

It is possible to expel a member from the Association if her or his conduct grossly infringes against the interests of the Association. The General Assembly decides the expulsion, whereby a 1/2 majority of the votes cast is required. 

§ 6 Organs of the Association

The Association consists of the following organs:

General Assembly,

Executive Board,

Advisory Committee.

§ 7 General Assembly

The General Assembly is convened at least once per year. It may also be convened if necessary for the good/ in the interest of the Association. It would then be convened by the Executive Board, whereby each Executive Board member is exclusively entitled to do so. All members have to be summoned to the Assembly with a notice of at least six weeks, stating place, time and agenda. The summons will be sent by mail to the last known address of the member or by email. The notice period begins the day following the dispatch of the summons by mail. The day of the Assembly is not included in the calculation of the notice period. The agenda may be amended at a later date; any amendment has to be made in text form and has to reach members three days before the Assembly at the latest. Any applications for the agenda have to be submitted to the Executive Board with a notice of 14 days prior to the Assembly.

An extraordinary General Assembly may be convened by the Executive Board at any time or due to a written request by 10 % of all members.

Members may be represented by written authorization.

The General Assembly may take place worldwide.

The Assembly may take place via video conference or online conference, provided all members in reasonable distance have access to video equipment/internet. The costs of the conference are borne by the Association. The Executive Board decides on the type of Assembly at its own discretion.

The General Assembly has a quorum without taking the number of votes represented into consideration. The provisions in paragraph I together with the following amendments apply to the summons: the summons has to take place within two weeks after the failed Assembly.

The General Assembly is responsible for:

a) Electing the Executive Board and the cash auditor,

b) Electing the Executive Board,

c) Accepting and approving the annual report of the Executive Board,

d) Resolution on amendments to the articles of association,

e) Resolution on dissolving the Association and the use of the Association’s assets, associated with it,

f) Expulsion of members,

g) Appointment of Honorary Members.

Minutes of meeting have to be prepared on the resolutions of the General Assembly and signed by the Chair of the Assembly and the minute-writer.

The minutes have to state place and time of the Assembly as well as the respective result of the vote.

Resolutions will be passed with the simple majority of represented members. Resolutions on amendments to the articles of association require a 2/3 majority.

§ 8 Executive Board

The Executive Board consists of ten members, including the 1st Chair and the 2nd Chair. The Executive Board is elected by the General Assembly.

Only Members can be nominated for the Executive Board. The composition of the Executive Board reflects the different Work Groups and the repartition of the positions within the Executive Board is endorsed through the vote, according to the following separated lists of candidates:

Collaboration & Funding (2)

Education (2)

Scientific (2)

Public Relations (2)

Free List (1)

Furthermore, as individual position the historically Past-CHAIR.

Two (2) Executive Board members can be elected through each of the lists of candidates/Work Groups and only one (1) candidate about the free list. The elected members are the persons collecting the most votes respectively in each list/Work Group, otherwise if no candidate is available for a list of candidates, the members collecting the most votes among all lists/Work Groups of candidates are elected.

Each candidate can be elected for maximal one (1) list of candidates. Detailed information hereto is to be found in the separate Regulations of Votes. The Votes shall be carried out in written form and secretly.

The Executive Board members are elected for three (3) years and occupy their position until their elected successor accesses his/her position. If an Executive Board member prematurely withdraws from his or her position, the Executive Board may appoint a representative for the period until the next General Assembly.

The Board elects its chair-person.

The Executive Board, within the meaning of § 26 BGB (Civil Code), consists of the 1st Chair and the 2nd Chair. The 1st and the 2nd Chair, each individually, represent the Association in and out of court.

The term of office of elected members is uniformly three years for all members. It begins with the end of a member’s own voting process and ends with the end of the voting process based on which new Executive Board members are to be elected. A successor of a prematurely withdrawing Executive Board member will be voted into office for the remaining term of his predecessor.

The type of voting is determined by the Chair of the Assembly. Voting may be open or en bloc. Voting must take place individually or in secret if it is required by at least 10 % of the members present.

The member receiving most votes in favour will be appointed. It is clarified that it is not necessary for the elected member to receive the majority of the votes cast; relative majority is sufficient. If several positions are voted for en bloc, it is necessary that each member receives the number of votes equivalent to the number of positions up for a vote. In the event of an equality of votes a second ballot will be conducted; if this too results in an equality of votes, the decision will be made by drawing lots.

Particular Executive Board’s responsibilities are in particular:

a) Safeguarding the interests of the Association and its members,

b) Admitting new members,

c) Presenting the annual and cash repot at the General Assembly,

d) Strategic development and innovation,

e) Control over the operative transactions of the association and its organs.

The Executive Board has a quorum when at least 50 % of Executive Board members are present. Resolutions are adopted by a simple majority of votes cast. In the event of an equality of votes, the vote of the 1st Chair count double.

Rights and obligations of the Executive Board:

Meeting at least twice annually,

Preparing of the agenda of the General Assembly,

Organising and promoting the cooperation of own areas of responsibility according to the list in an own work group,

Submitting an annual financial report to the General Assembly,

Election of country representatives,

Deciding on the approval and allocation of funds,

Information of the General Assembly on all matters of the association,

Interacting with industry in the field of bowel diseases with regard to cooperating with and recruiting corporate members.

§9 Advisory Committee

9.1. Composition

Persons representing shared fields of interest with the IBUS but not allowed to occupy a position on the Executive Board can be members of the Advisory Committee.

The Advisory Committee consists of the Founding Members and Country Representatives, as far as they have been nominated by the Executive Board and legitimated by the General Assembly in the first Term of Office, set for three (3) years.

From the second Term of Office of the Association the Advisory Committee consists of the respective Deputy Representative of each Work Group and the Country Representatives as far as they have been nominated by the Executive Board and have been legitimated through the General Assembly.

9.2. Term

Members of the Advisory Committee occupy their position for three (3) years.

9.3. Responsibilities

One task of the Advisory Committee is to give advice and support to the Executive Board in any matter necessary. In coordination with the CHAIR, the members of the Advisory Committee can take over special tasks

§10 Financial Year

The financial Year is the calendar year.

§ 11 Dissolution of the Association

The Association may be dissolved by resolution of the General Assembly. Invitations have an extraordinary General Assembly to dissolve the Association have to be issued if a written request to the Executive Board is made by at least 50 % of the members. The dissolution order requires a ¾ majority of votes cast.

In the event of dissolution or with the omission of the benefited mission of IBUS, the assets of IBUS will be transferred to a non-profit organisation working in a similar charitable field of activity, according to §§ 51 ff AO. A properly qualified lawyer should be appointed as liquidator.

§ 12 Publications

Publications are made in the Bundesanzeiger (Federal Legal Gazette).

These Articles of Association were established on May 19th, 2017 in Milan, Italy.