§ 1 Name, registered offices and sphere of activity
1. The association bears the German name „Medizinische Gesellschaft für Blutmanagement“ and the English name "Medical Society for Blood Management" abbreviated to “MSBM”.
2. Its registered offices are in Vienna and its activities extend mainly to the territories of The Federal Republic of Austria.
3. It is not intended to establish branch associations.
4. The official language of the association shall be English.
5. MSBM is affiliated to “The Society for the Advancement of Blood Management, Inc.”, established in New Jersey, USA.
§ 2 Objectives
The objectives of the non-profit-making association are the provision of a forum for the exchange of ideas and information among professionals engaged in the advancement and improvement of blood management in clinical practice. It also intends to facilitate cooperation among existing and future blood conservation, transfusion-free and bloodless medicine and surgery programs, enhancing the clinical and scientific aspects of transfusion practice.
§ 3 Means of achieving the objectives of the association
1. The objectives of the association are to be achieved through the non-material and material means set out in
paragraphs 2 and 3.
2. Non-material means shall include:
a) The promotion and support of the technical and organisational collaboration between scientists, physicians, hospitals and institutes working on blood management;
b) The exchange and provision of operational, organisational and technical information by creating and supporting an international data-base for the benefit of the worldwide medical community;
c) The establishment and operation of joint information services and technical facilities;
d) Encouragement and development of educational programs for healthcare professionals and the public;
e) The safeguarding and pursuit of the common interests of the association and its members in relation to other organisations;
f) The support and organisation of conferences, workshops and courses;
g) The publication and distribution of relevant documentation, brochures, magazines, in particular through the use of electronic media;
h) The promotion and support of the development and establishment of corresponding national programs for transfusion-free and bloodless medicine and surgery;
i) The ongoing medical education of the membership.
3. The requisite material means are to be made available through:
a) Registration fees and membership subscriptions;
b) Proceeds from events, research projects, the association’s own undertakings;
c) Subsidies, donations and other gifts.
§ 4 Types of membership
There shall be four classes of membership of the association, namely
ª Founders
ª Ordinary members
ª Sponsoring members
ª Honorary members
1. Founders are all persons responsible for the initial registration of the association with the Austrian authority. These first members of the association are founding members. All founding members may accept other physical persons as founding members by unanimous written resolution.
2. Ordinary members must be individuals.
3. Sponsoring members may be individuals or legal entities persons supporting the objects of the association through ideas or financial funding.
4. Individuals may be elected honorary members because of special merits in connection with the Association and its objects.
§ 5 Acquisition of membership
1. The management committee shall have the final decision relating to an application for membership. An application may be refused for any reason.
2. The general meeting shall elect honorary members following an application by the management committee. Every member may be awarded an honorary title.
3. Before constitution of the association, the members shall be provisionally accepted by the founding members. Their membership shall not take effect until the association is constituted.
§ 6 Termination of membership
1. Membership shall be cancelled in the case of legal entities as a result of loss of legal personality, and in the case of individuals through death, as well as through voluntary resignation and through exclusion.
2. Resignation may take place at any time. Resignation must be notified to the management committee in writing and shall take effect immediately. Resignation shall not, however, release the member from his obligation to pay any outstanding membership subscriptions.
3. The general meeting may exclude a member upon application by the management committee, if such a member is over one year in arrears in payment of his membership subscription, despite two formal written warnings in which a deadline for payment has been set. Such exclusion shall not affect his obligation to pay any membership subscriptions which are due.
4. Exclusion of a member from the association may also be ordered by the general meeting on grounds of a gross breach of other membership obligations and dishonourable behaviour. Such exclusion shall not affect his obligation to pay any membership subscriptions which are due.
5. The deprivation of honorary membership may be decided at the general meeting after an application from the management committee.
§ 7 Rights and obligations of members
1. Members shall be entitled to participate in all of the association's events and to avail themselves of the association's facilities. Only ordinary members may vote at the general meeting and shall have an active right to vote.
2. Members shall be obliged to promote the interests of the association to the best of their ability and to refrain from any action which could cause harm to the reputation or objectives of the association. They must observe the statutes of the association and the resolutions of its executive bodies. Both ordinary and special members shall be obliged to pay the joining fee promptly and also membership subscriptions to the amounts set by the general meeting.
§ 8 Executive bodies of the Association
The executive bodies of the association are the general meeting (§ 9 and 10), the management committee (§ 11 to 13), the auditors (§ 15) and the arbitral tribunal (§ 16).
§ 9 The General Meeting
1. The ordinary general meeting shall be held at least once a year within the months of October to December
2. An extraordinary general meeting shall be held within two months following a resolution by the management committee, the ordinary general meeting, or in response to a written application by at least one quarter of the members with voting rights, or at the request of the auditors.
3. All members must be invited to attend both the ordinary general meeting and the extraordinary general meetings, at least one month before the meeting is due to be held, either in writing or via e-mail. The invitation to the general meeting must include details of its location and agenda. The meeting shall be convened by the management committee.
4. Applications to be put before the general assembly must be submitted to the management committee in writing or via e-mail at least one week before the date of the general meeting.
5. Valid resolutions, with the exception of those relating to an application for the convening of an extraordinary general meeting, may only relate to agenda items.
6. All association members may attend the general meeting. The members of the management committee and any other persons authorised by the chairperson may additionally attend the meeting. Only ordinary association members shall be entitled to vote. Each member shall have one vote. The voting right may be transferred to another member on the basis of a written letter of authority.
7. The general meeting shall be quorate provided half of all members with voting rights or their representatives (para. 6) are present. If the general meeting is not quorate on the occasion at which it has been convened, then the general meeting shall be held one to two months later with the same agenda, and shall be quorate regardless of the number of persons present.
8. Members must confirm their intention to attend the meeting at the latest one week before the general meeting. If it is anticipated, on the basis of the confirmations of attendance received, that the general meeting will not be quorate, then the Management Committee must inform all members of the postponement of this general meeting and the setting of a new date and time for the meeting as set out in para. 7.
9. The voting procedures and resolutions at the general meeting shall normally take place on the basis of a simply majority of votes cast. Resolutions under which the statutes of the association are to be amended or the association is to be wound up shall, however, require a qualified majority of two thirds of the valid votes cast.
10. The chairperson, and in his absence his deputy, shall chair the general meeting.
§ 10 Duties of the General Meeting
The general meeting shall have the following duties:
a) Acceptance and approval of the report of account and the annual accounts;
b) Resolution relating to the preliminary budget;
c) The election, appointment and removal from office of members of the management committee and the auditors; the approval of legal transactions between members of the management committee and the auditors with the association;
d) Discharge of the management committee;
e) Setting the amount of the registration fee and the membership subscriptions for ordinary and special members;
f) The acceptance and exclusion of ordinary, sponsoring and honorary members;
g) Resolution relating to amendments to the statutes and to the voluntary winding up of the association;
h) Consultation and resolution relating to other questions on the agenda.
§ 11 The Management Committee
1. The management committee shall comprise of six members, namely the chairperson and his deputy, the keeper of the minutes and his deputy, the treasurer and his deputy.
2. The members of the management committee shall normally be individuals from amongst the delegates and their deputies (§ 5 para. 2), although other persons may be elected to serve on the management committee.
3. The management committee shall be elected by the general meeting. Only founding members shall be elected as members of the management committee. In the event of resignation of an elected member, the management committee shall have the right to co-opt another electable member to serve in his place, for which purpose approval must be sought subsequently during the next general meeting.
4. The term of office of the management committee shall be two years. A member of the management committee may only be re-elected to the same post with the management committee once, provided this management committee position has not been held for at least two years by one or more other individuals. At least one of the six management committee members must be replaced after two years by a person who was not a member of the immediately preceding management committee.
5. Management committee meetings shall be convened by its chairperson or in his /her absence by his deputy, either in writing or verbally. If the chairperson is absent for an unforeseeably long period, any other management committee member may convene the management committee.
6. The management committee shall be quorate provided all members have been invited to attend and at least half of them are present. Resolution votes may be collected for circulation via e-mail.
7. The management committee shall make decisions on the basis of a simple majority of votes cast; in the event of a tie, the chairperson’s vote shall decide.
8. The chairperson, or in his/her absence his/her deputy, shall chair the committee.
9. Other than in the event of death or expiry of his/her term of office, a management committee member shall leave office through suspension from office (para.10) and resignation (para.11).
10. The general meeting may remove the entire management committee or individual members thereof from office at any time. The removal from office shall take effect when the new management committee or management committee member is appointed.
11. The management committee members may declare their resignation in writing at any time. The declaration of resignation is to be addressed to the management committee, and in the event of resignation of the entire management committee, to the general meeting. The resignation shall not take effect until a successor is elected or co-opted (para. 3).
12. The management committee members shall receive no payment for their activities from the association; however, they may be reimbursed for documented expenses subject to the express approval of the management committee.
§ 12 Duties of the Management Committee
The management committee shall manage the association. It shall undertake all duties which are not allocated to a different executive body within the association by the statutes. The following matters in particular shall fall within its sphere of activity:
a) Preparation of the annual preliminary budget and production of the report of account and the annual accounts;
b) Preparation for the general meeting;
c) Convening the ordinary and extraordinary general meeting;
d) Administration of the assets of the association;
e) Employment and dismissal of employees of the association;
§ 13 Special obligations incumbent on individual Management Committee members
1. The chairperson shall represent the association externally. Written documents produced by the association shall only be valid provided they have been signed by the chairperson and the keeper of the minutes, and those relating to financial matters shall only be valid provided they have been signed by the chairperson and the treasurer. Legal transactions between management committee members and the association shall only be valid provided they have been approved at the general meeting.
2. Contractual authorisations to represent the association externally or to sign on its behalf may exclusively be granted by the officials specified under para. 1.
3. In cases of imminent danger, the chairperson shall be authorised to take action independently under his own responsibility, even in relation to matters which fall within the sphere of activity of the general meeting or the management committee; however, he must seek the subsequent approval of the competent executive body of the association.
4. The chairperson shall chair both the general meeting and the management committee.
5. The keeper of the minutes shall support the chairperson during the undertaking of the transactions of the association. He shall be responsible for recording the minutes of the general meeting and the management committee.
6. The treasurer shall be responsible for the proper management of the association’s funds.
7. In their absence, the chairperson, keeper of the minutes and treasurer shall be replaced by their respective deputies.
§ 14 The Secretary’s office
1. The management committee may set up a secretary’s office, which shall be managed by a secretary-general, to undertake the day-to-day transactions of the association.
2. The secretary’s office shall be located at the registered offices of the Association (§1 para. 2) or at another location designated by the management committee.
3. The management committee shall be responsible for the appointment resp. dismissal of the secretary-general, the allocation of areas of duty to him and the agreement of the remuneration which he is to receive for his activity.
4. The secretary-general and other employees of the association may not be elected as management committee members or auditors
§ 15 The Auditors
1. The two auditors shall be elected at the general meeting for a period of two years. They shall be eligible for re-election.
2. The auditors shall be responsible for ongoing monitoring of business and for auditing the annual accounts. They shall be required to report to the general meeting on the results of the audit.
3. The provisions of § 11 paras. 9 to 12 and §13 para. 1 final sentence shall moreover apply accordingly to the auditors.
§ 16 The Arbitration Tribunal
1. The internal arbitration tribunal of the association shall be responsible for mediation of all disputes arising from the affairs of the association.
2. The arbitration tribunal shall comprise of three ordinary association members. It shall be set up in that one party to the dispute shall designate to the management committee in writing one member to act as arbitrator. In response to a request from the management committee within seven days, the other party to the dispute shall in turn designate a member of the arbitration tribunal within 14 days. Following agreement by the management committee within seven days, the designated arbitrators shall elect a third ordinary member as the chairperson of the arbitration tribunal, within a further 14 days. In the event of a tie, lots shall be drawn amongst those proposed.
3. The arbitration tribunal shall make its decision in the presence of all of its members, by a simple majority of votes cast. They shall make a decision to the best of their ability and belief. Its decisions shall be final within the association.
§ 17 Winding up the Association
1. A resolution to voluntarily wind up the association may only be taken during an extraordinary general meeting convened for this purpose and only subject to a two-thirds majority of the valid votes cast.
2. Insofar as the association has assets, this general meeting has to resolve the liquidation of the association. It must, in particular, appoint a liquidator and pass a resolution on the subject of to whom he is to transfer the association assets which remain after liabilities have been covered. In the case of winding up the association and in the case of changing the association’s objectives the assets must pass to an association which pursues the same aims as this association and shall use it fully and exclusively for purposes according to §§ 34 ff of the Austrian Federal Law of Taxation (BAO). Any association assets available in the event that the association is wound up may not be used to benefit association members in any manner whatsoever.
3. The last association management committee must declare the voluntary winding up to the competent security administration within four weeks of the resolution. It shall also be obliged to publish this voluntary winding up in an official gazette within the same period.
