Constitution

Constitution of the DGTHG - German Society for Thoracic and Cardiovascular Surgery

 

1.0

Name, non-profit status, registered office, business year

1.1

The Deutsche Gesellschaft für Thorax-, Herz- und Gefäßchirurgie e.V. (DGTHG - German Society for Thoracic and Cardiovascular Surgery), founded on January 9th 1971, is the continuation of the "Thoracic Surgery Workshops" (1958 - 1971) - an association of thoracic, cardiac and vascular surgeons as well as other individuals and legal entities who are involved in this field in either practice or research. The Society is listed in the register of associations.

1.2

The Society pursues solely and directly non-profit purposes as defined by the "Tax-exempt purposes" of the taxation regulations. The Society does not aim to generate profits or primarily seek to pursue its own economic benefit. The Society's funds may only be used for purposes in accordance with the constitution. Members do not receive any payments from the Society's funds. Furthermore, no individual may receive payments for purposes other than those defined by the Society's constitution or benefits which are unreasonably high.

1.3

The Society has its registered office in Berlin.

1.4

The business year is the calendar year.

2.0

Purpose and tasks

2.1

The purpose of the Society is to advance its field, including related intensive care, promote close collaboration between its members and the sharing of opinions and experience with scientists and other professional societies both at home and abroad. The Society maintains contacts with other disciplines and academic societies whose scientific and clinical interest is likewise geared towards issues of blood circulation and breathing. The Society is involved in the practice of teaching (training, professional development, further training), research and patient care. To this end it maintains contacts with medical associations, the German Medical Assembly and professional associations.

2.2

The following are designed to fulfil these purposes and tasks:

2.2.1

the organisation of at least one annual academic congress,

2.2.2

publication of the talks and presentations given at this congress,

2.2.3

promotion of scientific work in the field of thoracic, cardiac and vascular surgery,

2.2.4

presentation of awards to individuals for outstanding accomplishments which contribute to the purposes and tasks of the Society,

2.2.5

consultation and support for authorities and committees in relation to issues of thoracic, cardiac and vascular surgery.

3.0

Members

3.1

The Society has full members, senior members, corresponding members, honorary members, supporting members and associate members.

3.1.1

Full membership

 

is available to doctors or scientists who are involved in either practice or research in the field of thoracic, cardiac and vascular surgery or neighbouring disciplines.

3.1.2

Senior membership

 

At the end of their working life, a full member becomes a senior member. No membership fee is due. Senior members receive the journal of abstracts of the annual general meeting.

3.1.3

Corresponding membership

 

is available to foreign doctors or scientists who have made an outstanding contribution to the field of thoracic, cardiac and vascular surgery and who are to be honoured.

3.1.4

Honorary membership

 

is available to any individual who has made an outstanding contribution to promoting the development of thoracic, cardiac and vascular surgery.

3.1.5

Supporting membership

 

is available to any individual who serves the constitutional purpose of the Society.

3.1.6

Associate membership

 

is available to any individual who serves the constitutional purpose of the Society.

3.2

Justification of membership

3.2.1

Formal applications can be submitted for full membership at any time to the Board of the Society, indicating two members as sponsors. Members are informed of the names of applicants and can comment on applications in writing to the President within two weeks. The Board of the Society decides on membership approval by a 2/3 majority.

3.2.2

Corresponding membership is approved by a 2/3 majority of votes cast at the General Meeting.

3.2.3

Honorary membership is proposed by the Board and approved by a 2/3 majority of votes cast at the General Meeting.

3.2.4

Application for associate membership can be made at any time. Formal applications are to be submitted to the Board of the Society indicating two members as sponsors. The Board decides on the approval of membership by a 2/3 majority.

3.2.5

Supporting membership is applied for in writing in general form and approved by the Board.

3.3

Termination of membership

 

Membership is terminated

3.3.1

upon death,

3.3.2

by means of withdrawal, of which the President is to be informed in writing,

3.3.3

by expulsion. If a request is submitted to the President by at least ten full members indicating the main infringements, members whose behaviour damages the purpose and reputation of the Society or is contrary to its interests are warned in writing and called upon to respond in writing. In the event of repeated or continued misconduct, such members are expelled by Board resolution passed with a 2/3 majority. Prior to this the Board shall inform the member in question of the request for expulsion, stating the main reasons and calling upon the member to respond in writing within six weeks. An appeal against the Board's decision can be submitted at the next Annual General Meeting, where a resolution is passed by means of a 2/3 majority of members present.

3.3.4

Fee-paying members forfeit membership if they default on payment of the membership fee for more than one year.

3.4

Fee

 

Full and supporting members shall pay an annual fee which is set by the General Meeting at the suggestion of the Board and charged for the current calendar year. Associate members shall pay an annual fee which is half that of the amount set for full members. Senior members, honorary members and corresponding members do not pay any membership fee. Exceptions from this ruling require a formal resolution to be passed by the Board.

4.0

Organs of the Society

 

The organs of the Society are:

4.1

the General Meeting (5.0),

4.2

the Board (6.0).

5.0

The General Meeting

 

The Annual General Meeting is held during the course of the scientific congress. The President issues invitations to this meeting at least 14 days in advance, also indicating the agenda. Agenda submissions for the Annual General Meeting must be submitted to the Board four weeks in advance and include a rationale. A 2/3 majority of the General Meeting is required to allow additional submissions. The duly convened General Meeting is quorate.
The Annual General Meeting is responsible for the following:

5.1.1

acceptance of the President's Annual Report (6.1.1)

5.1.2

acceptance of the Secretary's Business Report (6.1.4),

5.1.3

acceptance of the Treasurer's Annual Report (6.1.5)

5.1.4

approval of the annual accounts and discharge of the Board

5.1.5

election of Board members (6.1),

5.1.6

election of corresponding members and honorary members,

5.1.7

decision on the expulsion of members,

5.1.8

decision on requests to amend the constitution,

5.1.9

passing of resolutions on other matters put forward by the Board at the General Meeting in particular circumstances,

5.1.10

decision on dissolution of the Society.

5.2

An Extraordinary General Meeting can be convened by the Board at any time. This is required if it is requested by 40 full members. Invitations are issued as for the Annual General Meeting.

5.3

Generally speaking, the General Meeting passes resolutions with a simple majority of valid votes cast providing this constitution does not specify anything to the contrary; abstentions are not counted. In the election of Board members as listed in section 6.1-6.1.5, the vote goes to a candidate who has received more than half of the votes cast. If no candidate has received more than half of the votes cast, a second ballot is held between the two candidates with the most votes. The candidate who then receives the most votes is deemed to have been elected. In the event of a tie, lots are drawn by the meeting chair. The election of other members (6.1.6-6.3.3) is carried out by written vote in a single ballot. The candidates with the most votes are elected. In the event of a tie a second ballot is held.

5.4

The Secretary compiles minutes of the General Meeting which are published in the Society's journal. Objections to the minutes must be submitted to the President in writing within one month of the dispatch date (date of the postage stamp).

6.0

The Board

6.1

The members of the Board are as follows:

6.1.1

the President,

6.1.2

the First Vice President,

6.1.3

the Second Vice President,

6.1.4

the Secretary,

6.1.5

the Treasurer,

6.1.6

6 Assessor

6.1.7

The following are also entitled to vote on the Board:

  1) the editor of the scientific journal, who is appointed by the Select Board,

 

2) a representative of the field of surgery appointed by the German Society for Surgery,

 

3) a representative of the focus area of thoracic surgery, appointed by the German Society for Thoracic Surgery and

 

4) a consultant appointed by the Select Board who represents professional interests in the BDC (Association of German Surgeons).

6.1.8

The following are appointed to the Board as advisory members:

  1) the Chronicler, appointed by the Board,
 

2) the chair of the annual congress, appointed by the Board,

 

3) a representative of the German Cardiac Society (DGK), appointed by the DGK,

 

4) a representative of the German Society of Pediatric Cardiology (DGPK), appointed by the DGPK,

 

5) a representative of the Association of German Surgeons (BDC), appointed by the BDC.

6.1.9

The representatives listed under 6.1.7 (nos. 2 and 3) and 6.1.8 (nos. 2 to 4) are not required to be but should preferably be members of the German Society for Thoracic and Cardiovascular Surgery.

6.2

The Select Board consists of the persons 6.1.1-6.1.5.

 

The Board as defined by § 28 BGB (German Civil Code) comprises only the President and the First Vice President. The Select Board is quorate if at least the President or the First Vice President and two members are present. It passes resolutions based on a simple majority of votes. In the event of a tie, the President decides, or in the absence of the President, the First Vice President. The Select Board makes urgent decisions. These are submitted to the Board as a whole (persons 6.1.1-6.1.7) at the subsequent meeting for approval. The Board is quorate if the President or the First Vice President and six other members are present. Details are regulated by the Board by means of procedural rules.

6.3

Periods off office

 

A year of office is the same as a business year (1.4). The period of office for

6.3.1

the President (6.1.1) and the two deputies (6.1.2 and 6.1.3) is two years each in each position; the First Vice President moves into the position of President after this two-year period, while the President of the previous period of office takes up the position of Second Vice President without requiring re-election as in 5.1.5.

6.3.2

the Secretary (6.1.4), the Treasurer (6.1.5), the editor of the scientific journal (6.1.7. Nr. 1) and the consultant to the professional association (6.1.7 Nr. 3) is seven years each.

6.3.3

1) the Assessor (6.1.6) is two years each. Three are elected in even years and three in uneven years. Direct re-election is possible once.

 

2) Additional members who are entitled to vote (6.1.7 nos. 2 to 4) and the advisory member (6.1.8 no. 2) are appointed for two years.

6.3.4

However, members of the Board remain in office until re-election of each Board.

6.4

Functions of the Board

 

The Board manages the Society, in particular as set out in section 2.0 of the constitution, and administers its assets. It also regulates all affairs not specified in the constitution.

7.0

Commissions

 

For special assignments, the Board deploys commissions whose members it appoints. If it appears objectively appropriate, non-members can also be appointed to a commission. The President of the Society is a member and head of all commissions. He can delegate leadership of the commission to another member.

8.0

Working groups (synonym: committees)

 

Working groups are set up by the German Society for Thoracic and Cardiovascular Surgery and deployed by the Board of the Society at the request of at least five members. Working groups deal with scientific and clinical matters in the area of diagnosis and therapy relating to the field as a whole. The mode of operation is regulated by procedural rules.

9.0

Council of Elders

 

The purpose of the Council of Elders is to provide individual and if necessary conciliatory consultation for one or more members of the Society in the event of conflicts among each other or controversies within the medical field (medical colleagues, hospital administrations, organisations) which have a public impact. The Council of Elders is independent of the Board and consists of up to five members who may not be members of the Board or hold any other office in the Society. The vote of the Council of Elders has the character of a recommendation for the Board. The Board can expel a member from the Society at the recommendation of the Council of Elders. Resumption of membership is only possible on application and with a 2/3 majority at the General Meeting.

10.0

Constitution amendments

 

The Annual General Meeting can only pass resolutions on amendments to the constitution with a 2/3 majority providing the amendment proposals are submitted to members in writing when the invitation to the General Meeting is issued.

11.0

Dissolution of the Society

11.1

Dissolution of the Society can only be passed by a 2/3 majority of the Annual General Meeting by written, recorded vote.

11.2

In the event of dissolution of the Society, its funds shall be used to balance its remaining liabilities.

11.3

The remaining assets are to be transferred to a public body on condition that they are used solely and directly for non-profit purposes as set out in sections 1 and 2 of the constitution.

11.4

Section 11.3 of the constitution is also to come into effect on cessation of the Society's tax-exempt purpose.

This constitution was passed by the General Meeting of February 15th,1980.
1. Amendment at the General Meeting of February 16th, 1995
2. Amendment at the General Meeting of February 25th,1999
3. Amendment at the General Meeting of February 17th, 2004
4. Amendment at the General Meeting of February 19th, 2008
5. Amendment at the General Meeting of February 13th, 2012