Membership

S T A T U T E S

of the European Association of the Surgical Suture Industry

Status as per 4 May 2018 (Rev. 6)

CONTENTS

§ 1 Name, Purpose and Seat of the Association
§ 2 Acquisition of Membership
§ 3 Termination of Membership
§ 4 Rights and Obligations of Members
§ 5 Bodies of the Association
§ 6 Tasks of the General Assembly
§ 7 Standing Orders of the General Assembly
§ 8 The Board
§ 9 Tasks of the Technical Committee
§ 10 The Secretary
§ 11 Dissolution of the Association


§ 1 Name, Purpose and Seat of the Association

1. The „European Association of the Surgical Suture Industry“ (EASSI), hereafter referred to as „Association“, serves to represent and promote the common interests of the manufacturers and corporately affiliated distributors (as under § 2 (2)) of sterile surgical sutures or surgical meshes under exclusion of a commercial consideration in the member states of the European Union or EFTA countries.
2. Seat of the Association is Berlin. All claims of the Association to its members are to be settled at the seat of the Association.
3. Business year is the calendar year.

§ 2 Acquisition of Membership

1. Companies may become members of the Association if they
1. are located and have at least one manufacturing site in a member state of the European Union or EFTA countries or, in case of having their manufacturing site outside the European Union or EFTA, have been a member of the European Association for a minimum of five years,
2. manufacture sterile surgical sutures or surgical meshes made from materials that may also be utilised in the composition and manufacture of surgical sutures on an industrial scale under responsible direction and control of specialists who have this employment as their main occupation, and
3. dispose of rooms and equipment necessary to meet the obligations of due diligence for the manufacture and control of sterile surgical sutures or surgical meshes.
2. Companies located in a member state of the European Union or EFTA countries may, in addition, become members of the Association if they distribute sterile surgical sutures or surgical meshes of a member company, provided they are corporately affiliated and are subsidiaries of the same parent company or are an entity within the same group of companies.
3. Application for membership shall be made in writing to the Secretary of the Association and must state the recognition of the statutes. The application shall be examined and decided upon by the Board. The result will be communicated to the members.

§ 3 Termination of Membership

1. Membership with the Association shall terminate
1. by leaving,
2. by exclusion,
3. by opening of bankruptcy proceedings on the property of the member company, and
4. if the conditions for a retention of membership according to § 2 (1) and (2) are no longer fulfilled.
2. Notice of termination of membership has to be given by registered letter to the Secretary at least six months prior to the end of the financial year, i.e. by June 30th at the latest. In this letter, the resigning member has to state the reasons for the withdrawal.
3. A member can be excluded if the member does not meet the obligations arising from the statutes or if the company commits an unlawful act capable of damaging the reputation or the interests of the Association.
   The Board decides on the exclusion of a member. The reasons for the exclusion must be examined by the Board and submitted in writing to the member company concerned who can declare their attitude within one month.
   Against the decision of the Board the General Assembly can be summoned to decide on the exclusion with a two-thirds majority of votes.
4. The termination of membership does not release a member company from arears commitments and does not entitle to the funds of the Association.

§ 4 Rights and Obligations of the Members

1. The members are entitled to advice and assistance by all bodies in any question generating from the purpose of the Association.
2. The members are obliged to observe the terms of the articles, to comply with the decisions of the General Assembly, to assist the Association and its bodies in fulfilling their tasks and to pay the subscription fee fixed by the General Assembly.
3. The amount of the subscription fee mentioned above has to be calculated in such a way that the total amount is sufficient to cover the costs for the administration of the Association and for any other statutory obligations. The amount of the subscription fee shall be determined annually by the General Assembly. The General Assembly will decide about any entrance fee.

§ 5 Bodies of the Association

The Association consists of the following bodies:

1. General Assembly,
2. Board,
3. Technical Committee,
4. Secretary.

§ 6 Tasks of the General Assembly

The General Assembly shall decide on all important questions connected with the purpose of the Association. Its principle business shall be the

1. election of the Chairman and the other members of the Board,
2. decision on the composition and the chairman of the Technical Committee,
3. the decision on the establishment of further committees and working groups
4. appointment of the auditor,
5. approval of the annual accounts,
6. approval of the acts of Board and Secretary,
7. assessment of budget and subscription fee,
8. the decision on publications of the association
9. modification of the statutes
10. dissolution of the Association.

§ 7 Standing Orders of the General Assembly

1. The regular General Assembly will convene once a year.
2. Extraordinary General Assemblies shall convene upon decision by the Board or upon request of at least one quarter of the members.
3. The invitation to the General Assembly will be mailed out in writing by post, e-mail or telefax by the Secretary on behalf of the Board at least four weeks prior to the Assembly and has to state the agenda.
4. The General Assembly shall be validly constituted when at least half of the members are present or represented.
5. In the General Assembly, each member shall have one vote. The members can only be represented by their legal representatives, their authorized signatories or by employees authorized for the respective General Assembly. Any lack of power of representation may be asserted by another member in writing to the Board only up to two months after the minutes of the General Assembly have been sent. A member may be represented by another member on account of a written authority. A member may represent only one additional company.
6. The elections according to § 6 letter a shall be carried out by secret ballot, unless the General Assembly unanimously decides on another form of voting.
7. The General Assembly shall be chaired by the Chairman or, in his absence, by a member of the Board.
8. The resolutions of the General Assembly are taken as follows:

Amendments to the Statutes of the Association (§ 6 letter i) and the dissolution of the Association (§ 6 letter j) are decided by the General Assembly by a majority of 3/4 of the votes cast.

The General Assembly decides on the exclusion of a member against the decision of the Board (§ 3 No. 3) with a 2/3 majority of the votes cast.

The General Assembly decides on a publication of the association in accordance with § 8 no. 7 para. 2 with a 2/3 majority of the votes cast.

All other resolutions are passed by a simple majority of the votes cast in the General Assembly.

§ 8 The Board

1. The Board consists of a Chairman, two Vice-Chairmen and a Treasurer and has at most five members. The retiring Chairman may continue to attend the Board meetings for one further year as advisor. The Board in the sense of § 26 para 1 BGB is constituted by the Chairman and the Treasurer. Each one of them is authorized to individually represent the Association.
2. The Chairman and then the other members of the Board shall be elected by the General Assembly for two years and may be re-elected two times. The current Chairman and the other members of the Board remain in office until a new successor is elected. The Board’s office is an honorary service. The General Assembly elects from the Board the two Vice-Chairmen and the Treasurer. If the Chairman is unable to continue to exercise his functions he will be replaced by the first Vice-Chairman or, if the latter should be unable to do so, by the second Vice-Chairman until the next General Assembly.
3. The Board meetings shall be convened by the Secretary on behalf of the Chairman. With the consent of all members of the Board, voting within the Board may also be done in writing.
4. The Board is obliged to discuss all questions connected with the purpose of the Association. The Board’s particular task is to prepare all decisions for approval by the General Assembly and it is responsible to the General Assembly for the execution of the decisions taken by the latter.
5. The Board decides on the admission of new members according to § 2 point 3.
6. The Board is responsible for hiring, assigning tasks and dismissing the Secretary.
7. The Board may propose to the General Assembly the establishment of further working groups and committees in addition to the Technical Committee (§ 9). The Board discusses and approves the work that working groups and committees deal with. They report to the Board on the progress of their work. The Board submits the proposals and motions of the working groups and committees, if appropriate with an opinion or recommendation for action, to the General Assembly for a decision.

The Board may publish reports, opinions and decisions prepared by the Technical Committee, as well as other working groups and committees, after having been authorized by the General Assembly by a 2/3 majority of the votes cast or by written consultation with the member companies with the same voting result.

§ 9 Tasks of the Technical Committee

1. The Technical Committee shall discuss all technical questions arising in connection with the purpose of the association with regards to surgical sutures or surgical meshes. It presents its work program and the results of its discussions to the Board and the General Assembly.
2. The Technical Committee shall endeavour to reconcile all points of view in order to present a decision that allows for a consensus and approval by the General Assembly.
3. The activity within the Technical Committee is an honorary one.
4. Every member company can nominate one staff member for the Technical Committee for the decision of the General Assembly according to § 6 letter b.
5. The chairman of the Technical Committee will be elected by the members of the Technical Committee by majority decision. The election period and re-election are in accordance to the regulations of the Board in § 8 (2). The General Assembly has to confirm the elected Chairman or can decide about any other member as Chairman of the Technical Committee.

§ 10 The Secretary

1. The Secretary is obliged to conduct the business of the Association impartially according to the instructions by the Board. He and his staff are obliged to observe secrecy on any business or trade secrets of member companies they may come to know.
2. The Secretary shall take minutes of the General Assemblies and the Board meetings stating the results of votings or other decisions taken.

The minutes shall be signed by both the Chairman or his representative who had chaired the meeting and the Secretary. The minutes of the General Assembly shall then be distributed to the member companies for approval.

§ 11 Dissolution of the Association

In case of a dissolution of the Association, the General Assembly shall decide on the manner of dissolution and on the use of the remaining funds.

Thomas Pfeiffer
Chairman