Statutes of the Association of Diabetic Foot Surgeons

§1 Name and registration of the association

1.1 The name of the Association is: The Association of Diabetic Foot Surgeons, hereafter abbreviated ADFS.
1.2 ADFS is registered in Denmark. 1.3 The official language of ADFS is English.

§2 Not-for-profit association

2.1 ADFS is a not-for-profit association.
2.2 All work and activities performed by the ADFS board and committee members are based on voluntary principles and not remunerated.
2.3 Reasonable expenses related to work and activities will be reimbursed according to decision by the board, if financial means of the association are sufficient to cover these expenses.

§3 Objectives of ADFS

3.1 To support cooperation and best practice in research, education and clinical interventions between foot surgeons working with or having an interest in the diabetic foot.
3.2 To organise conferences and meetings with the aim of improving knowledge sharing and experiences regarding surgery on the diabetic foot.
3.3 To support and advance development of work techniques and approaches as well as developing medical devices that improve surgical treatment of the diabetic foot.
3.4 To cooperate with and support contact to other associations as well as research institutions and industry working with surgical interventions on the diabetic foot.
3.5 To promote the interest of surgery regarding the diabetic foot

§4 Membership

4.1 Membership (ordinary) of the ADFS is open to individual foot surgeons who are clinicians either working with the diabetic foot, or, for other reasons, have an interest in surgery on the diabetic foot.
4.2 Memberships must be submitted for approval by the board.
4.3 Honorary memberships may be granted to distinguish professionals who have made extraordinary contributions to the ADFS or to development of surgery on the diabetic foot.
4.4 Representatives from industry may be members of the association, but are not allowed to stand for or vote in elections regarding the ADFS board.
4.5 Only ordinary members of the association are eligible to stand for election to the ADFS Board and have the right to vote in these elections.
4.5 If a member wish to resign his or her membership, this must be done in writing to the secretary (or other appointed responsible person/external secretariat).
4.6 If an individual is refused membership of the association, the decision can be proven at the general assembly (GA) by request from the individual or any other party.
4.7 Termination of a membership may be proposed by the ADFS board by a majority of votes, but must be confirmed by the GA.

§5 Membership fee

5.1 The annual membership fee for ordinary members is determined by the ADFS board.
5.2 The fee is paid annually at the latest by the 1’st of February the current year.
5.3 Honorary members do not pay any membership fee.
5.4 Absent membership fee after two reminders is considered a resignation of the membership.

§6 Board – the proposed statutes

6.1 The board consists of six to ten members elected by the members of the association. The Board strives to be worldwide represented.
6.2 The board consists of the following positions: The President who will serve for two years and is not eligible for re-election.
The Immediate Past President who will serve for two years and is not eligible for re-election.
The President Elect (Vice President) who will serve for one year and is not eligible for re-election. The Scientific Officer who will serve for three years and is eligible for re-election by the Board for one additional three-year term.
The Secretary who will serve for three years and is eligible for re-election by the Board for one additional three-year term.
The Treasurer who will serve for three years and is eligible for re-election by the Board for one additional three-year term.
Additional Board Members who will serve for three years and is eligible for re-election by the Board for one additional three-year term. 6.2.1 The President automatically succeed to the office of Immediate Past President at the end of the President’s term of office. 6.2.2 The President Elect will automatically succeed to the office of President at the end of the President’s term of office. 6.2.3 A year in term of office of the President, a new holder of the President Elect post has to be elected. Candidates for the President Elect post must be board members. The board will internally elect the new President Elect.
6.3 The members of the board, elect amongst its members a Scientific Officer, a Secretary, a Treasurer and additional board members.
6.4 Each member of the board has one vote and, if necessary, the President has a casting vote.
6.5 ADFS will normally ensure that no more than two or three members of the board will retire in any one year. Ideally, new officers should spend a year in the board in an adjunct position prior to taking office.
6.6 In case the activities of the association generate a profit this may be used for additional activities or set aside as capital.
6.7 The association is only liable for an amount equal to the total capital of the association. Members of the Board are not held personally liable for the financial obligations of the association, as long as
they act according to the normal principles for sound practice with regards to the financial means of the association. 6.8 The GA and Board will ratify the election of new board members. The Board has the option to ask a member of the Board to stand down from the Board if the member does not fulfil his or her obligations to the Board and for a well-defined reason. The member concerned shall have the right to be heard by the Board accompanied by an individual of his/ her own choosing, before a final decision is made.

§7 Procedures and duties of the board

7.1 Ordinary board meetings will be held twice annually. Board meetings may take place as a face to face meeting or via a teleconference. Extraordinary meetings may be arranged as an addition to the ordinary meetings, if needed.
7.2 The board establishes a general procedure for ordinary board meetings, specifying as a minimum the time of year, duration of the meeting and venue (location) for those meetings held face to face.
7.3 Each board member has one vote. All resolutions of the board shall be passed by a majority of the casted votes. If an equal number of votes are cast for or against any resolution, the chairman or a nominated replacement for the chairman has the decisive vote.
7.4 The secretary convenes ordinary and extraordinary meetings minimum one month prior to the meeting. He/she is responsible for the minutes of the board meetings. The minutes must be made available to all board members at the latest 3 weeks after the board meeting.
7.5 The treasurer is responsible for the economy of the ADFS. This includes an elaboration of the annual accounts and a financial report of the association.
7.6 The duties of the secretary and the treasurer may be taken care of by an external secretariat if this is appointed by the board. In that case the secretary and the treasurer will maintain the responsibility for approving board minutes and the annual accounts of the ADFS.
7.7 The board appoints two auditors (a primary and a reserve) who oversees and approves of the financial report at the end of each financial year. The office term of the auditors is three years and can be extended. The auditors must declare no conflict of interest in their function as auditors.
7.8 The board has the authority to appoint and dismiss committees and their chairpersons. Chairs of committees must also be members of the ADFS board.
7.9 If a member of the board is not able to attend a board meeting, information must be sent to the secretary prior to the meeting.
7.10 Daily activities of the ADFS are administered by the chairman or, alternatively, by an external secretariat appointed by the board.
7.11 If an external secretariat is appointed, the work of this secretariat will be monitored by the chairman and the secretary in accordance with the procedures defined in these statutes and by the board.

§8 Conferences and international meetings

8.1. ADFS may organise conferences and international meetings in connection with other international conferences related to the diabetic foot.
8.2 The board is responsible for deciding conference activities, including selection of the date and place of the meeting.
8.3 For all conferences or meeting activities, an organising committee will be established. The organising committee will be chaired by the chairman of the ADFS Board.
8.4 The organising committee is responsible for proposing a budget for the conference. The board must approve a budget at the latest 12 months before the conference, whereupon the organising committee is responsible for all actions related to the budget. The ADFS treasurer must be informed about major changes and must receive a report quarterly throughout the year leading up to the conference. A balance of the conference account should be made available at the latest 3 months after the conference has taken place.
8.5 The organising committee is responsible for the practical organisation and scientific programme of the meeting. The board should approve the outline 12 months before the meeting, at the latest. When the outline has been approved, the organising committee is responsible for planning and conducting all activities. Major changes should be forwarded to the ADFS secretary.
8.6 The preliminary programme should be publicly available at least 6 months before the meeting.

§9 General Assembly

9.1 A general assembly (GA) shall be held annually and is open to all registered members of the ADFS.
9.2 All announcements and material regarding the GA will be circulated by email.
9.3 Invitation to the GA, including a draft agenda, must by circulated by the secretary minimum one month before the GA.
9.4 Candidates for the board must send an indication of interest to the secretary one month before the GA. If the number of candidates for the board does not exceed the number of vacancies, the official election of board members will take place during the GA. Should the number of candidates exceed the number of vacancies, an election will be held by online ballot prior to the GA.
9.5 The agenda of the GA should as a minimum include: 1) An annual report by the chairman, 2) A treasurer report, 3) Proposal for amendments of the statutes (if any), 4) Announcement of new Board Officers (if an election has been held), 5) Presentation of planned activities for the following year, 7) Any other business.

§10 Amendment of the statutes

10.1 These statutes can only be changed by the general assembly.
10.2 Proposals for amendments should be received by the secretary no less than 30 days before the GA. Received proposals must be circulated to all registered members at the latest two weeks before the GA.
10.3 Amendments are passed by a vote of at least 2/3 of the members present. If a quorum is not achieved at the GA, the proposed amendments can be presented again at the following GA (an extraordinary GA may be held via teleconference), where they may be approved by simple majority of the members present. Members not present at the meeting will be able to give an authorisation in writing to a member of the board in order to cast his or her vote.

§11 Dissolution of ADFS

11.1 If the board decides to dissolve the ADFS, it shall call a meeting of all members of the ADFS with at least 30 days’ notice. The call must state the terms of the resolution to be proposed. If the proposal is confirmed by two thirds of the present members, the board shall have the power to realise any assets held by or on behalf of the ADFS. Any assets remaining after the satisfaction of any debts and liabilities shall be given to another charitable institution or institutions with objectives similar to those of the ADFS.