Articles of association of the AIOD (Germany) e.V.

AIOD (Germany) e.V.

The International Association for Dynamic Osteosynthesis in Germany

Section 1
Name and registered office

1. This association shall operate under the name
AIOD (Germany) e.V.
Internationale Arbeitsgemeinschaft für Dynamische Osteosynthese Deutschland [The International Association for Dynamic Osteosynthesis in Germany]

2. The registered office shall be in Essen, Germany and is listed in the register of associations in the Essen local court.

3. The financial year shall be the calendar year.

Section 2
Object of the association

1. This corporation shall exclusively and directly pursue public-benefit purposes within the meaning of the chapter on "tax-privileged purposes" in the Fiscal Code of Germany.

2. The object of the corporation is to promote scholarship and research as well as education.

3. The object of the articles of association shall be realised in particular by:

a. promoting principles for the treatment of trauma injuries and their effects as well as congenital and acquired diseases of the musculoskeletal system

b. participating in the development and trial of new operative and conservative procedures

c. promoting and publishing clinical and experimental research

d. awarding research grants

e. promoting and improving quality controls and scientific documentation

f. aligning advanced training and continuing education events, e.g. publication of periodical scientific literature

h. promoting the recruitment of national and international doctors as well as non-medical assisting staff in the operating theatre

i. informing politicians, the public and patients, also through the use of "new media"

j. founding or participating in applicable organisations that can support the association in reaching its goals.


Section 3
Benefit to the public

1. The corporation functions altruistically and does not pursue its own economic aims as a primary focus.

2. The corporation may only use its funds for the purposes set out in the articles of association. The members shall not receive any contributions from the corporation's funds.

3. No person shall be favoured with expenses which are not related to the object of the corporation or with disproportionately high payments.


Section 4
Association membership

1. The association can be a member of various organisations and clubs. 2. The presidium shall make decisions regarding whether to join or leave organisations, clubs or associations.


Section 5

1. The association shall have the following members:

- full members

- supporting members

- honorary members

2. Full members shall be natural persons. Full membership is available to people from various sectors, including trauma surgery and orthopaedics, including surgeons, orthopaedists, trauma surgeons, clinic employees, engineers and medical technicians. The presidium can make exceptions to this rule upon request and approve a full membership. Each full member has one vote at the general meeting.

3. Supporting members can be natural persons or legal entities who are interested in osteosynthesis research, particularly traumatologists, orthopaedists, surgeons, engineers from the medial technology field and other fields related to osteosynthesis research.

4. Honorary members are persons who have made exceptional contributions to the research and work of the association. They are exempt from membership dues.

They shall be nominated by the presidium and approved with simple majority at the general meeting.


Section 6
Acquiring and ending membership

1. Potential members must be admitted to membership. A written application must be submitted to the association. Full membership requires the written support of two guarantors, who must already have acquired full membership status to the association.

2. The presidium shall admit a member by resolution. The membership shall begin with written acceptance by the association. Upon admission, the member shall accept the articles of association and the regulations of the association in their currently applicable versions.

3. Legitimate claims to become a member are not possible. Rejections do not need to justified.

4. Membership ends upon leaving, expulsion from the association or death.

5. Leaving the association occurs with a written statement to the presidium. A member can only declare intent to leave at the end of a calendar year, with a notice period of six weeks.

6. The end of membership, regardless of the reason, represents an end to all rights and obligations of the member towards the association.

7. Any outstanding commitments from the membership relationship, particularly outstanding membership dues, remain unaffected. The outgoing member shall have no claim to the repayment of overpaid dues.

Section 7
Expulsion from the association

The scientific committee is charged with the task of advising the board in particular on scientific issues and to support the board in carrying out the object of the association.

The committee consists of up to 12 members. The committee members shall be appointed by the board. Full members, public figures and members of the scientific community can sit on the committee. Appointments are approved at the next general meeting by the committee. An appointment lasts for four years. Members can be re-appointed.


Section 8
Contributions, cash management

1. Members are obligated to pay yearly dues to the association.
The presidium proposes an amount, which is then voted on at the general meeting.

2. The amount can be set or staggered differently for each member group. Dues for an ongoing calendar year are payable no later than 30 June of that year.

3. Resolutions regarding the setting of dues shall be made known to the members by sending them summary minutes of the meeting.

4. Honorary members and, on application, long-standing full members after ending their career are released from paying dues.

5. Acceptance as a member to the association is also designed such that the member undertakes to pay membership dues via direct debit for the duration of the membership.

6. The yearly dues will be withdrawn from the member's account on the day they are due.

7. Members are obligated to provide the association with changes to their bank account details and their addresses.

8. Members who do not pay with direct debit bear the increased administration and processing expenses of the association with a processing fee that is determined by the board through a resolution.

9. If the direct debit cannot be carried out through fault of the member, then the member shall bear the costs of any resulting bank fees.

10. If the dues have not been received on time, the member will be placed in default without any other warnings.

11. The presidium is entitled to defer, reduce or waive contributions and dues in individual cases that are explained on request.


Section 9
Organs of the association

The organs of the association are:

1. the general meeting

2. the presidium

3. the senate 


Section 10
Functions of the organs

1. Each tenure begins with accepting the vote and ends with the resignation, dismissal or with a newly elected successor accepting the vote.

2. Full membership or honorary membership is a requirement to act in the functions of an organ in the association.

3. Absent members can only be elected to one of the organs when they have declared their acceptance of a vote in writing beforehand to the presidium.


Section 11
Remuneration for services, reimbursement for expenses

1. The tasks of administrative bodies within the organs are performed strictly on a voluntary basis insofar as these articles of association have not determined otherwise.

2. When necessary, the presidium can stipulate that tasks and positions are performed in return for payment as part of a service contract or against a flat rate payment. When necessary, the presidium can contract a third party to perform tasks for the association in return for equitable remuneration.

3. The presidium is authorised to appoint a managing director as well as employees to carry out management functions for operating purposes and to lead the offices. The presidium is further authorised to conclude contracts for activities in accordance with Section 3 No. 26 a of the German Income Tax Act [EStG] to serve purposes as laid down in the articles of association.

4. Apart from that, all association members and employees may claim reimbursement in accordance with Section 670 of the German Civil Code [BGB] for those expenses that occur in performing tasks for the association. Such expenses include, in particular, travel expenses, postage, telephone expenses etc. The presidium can adopt a decision regarding a limit to the amount to be reimbursed in accordance with Section 670 of the German Civil Code to the extent permitted by tax law.

5. Reimbursement should be claimed within a period of three months of having incurred the expenses, but no later than four weeks after the end of a calendar year. Refunds shall only be granted when the expenses can be verified with original, auditable receipts or statements.

6. The presidium shall decide whether to contract third parties or if tasks are to be performed for a fee. The same applies to the terms of a contract as well as contract termination.


Section 12
Annual general meeting

1. The general meeting is the supreme organ of the association. It is composed of the full members, the supporting members and the honorary members of the association.

2. All full members and honorary members are eligible to vote. Every full member and honorary member is entitled to delegate that member's vote to another voting member for representation purposes at a specific general meeting. No one member can represent more than two other people in addition to that member's own vote. If a member who has granted authority to a proxy is present at the meeting, then only that member can exercise the right to vote. The authority of the proxy is suspended when the member is present.

3. The annual general meeting must take place once a year.

4. The general meeting is solely responsible for the following affairs:
a. accepting the presidium's reports
b. formally approving the actions of the presidium based on the cash auditor's report
c. approving the budget submitted by the presidium for the upcoming year
d. electing members to the presidium as selected by the senate
e. passing a resolution at the request of the senate regarding a change to the number of presidium members
f. dismissing presidium members
g. electing a cash auditor
h. naming honorary members
i. amending the articles of association and passing a resolution to dissolve or merge the association
j. passing a resolution on received applications.

5. The president shall announce the general meeting with a written invitation at least two months prior to the date of the meeting. The provisional agenda shall be communicated to the members at the same time.

6. The written invitation will be sent either by post or by e-mail. Members are obligated to inform the association of changes to their addresses and e-mail addresses. The invitation shall be sent to the last-known address or e-mail address provided by the member of the association.

7. All members are entitled to submit written petitions to the presidium regarding the agenda with a statement of grounds no later than six weeks prior to the date of the general meeting. In the years that a presidium is to be elected, every member of the association is entitled to nominate parties by submitting those parties' names to the senate in writing along with a justification and the written consent of the nominee to be elected as a member of the presidium. These nominations must be made no later than three months prior to the general meeting. These deadlines shall be indicated in the notification.

8. The presidium shall subsequently determine the agenda and share it with members in a letter or e-mail four weeks prior to the general meeting.

9. Every duly called general meeting shall constitute a quorum, regardless of the number of attending members. Resolutions shall be passed by a simple majority of the votes cast. Abstentions and invalid votes shall not be taken into account. The general meeting is not open to the public.

10. Every four years, the senate shall name five candidates and two alternate candidates from those nominated by the members. The senate shall nominate these candidates as presidium members pursuant to Section 15 of these articles of association. This item must be added to the agenda. Only full members and honorary members shall vote on all nominees to the presidium using bloc voting, whereby each member has one vote.

11. At the request of a full member, the meeting can decide with simple majority to individually elect members of the presidium nominated by the senate. If individually nominated members cannot be elected, the speaker of the senate can supplement the nomination list with alternate candidates.

12. Directly following the vote, the five elected members of the presidium shall immediately appoint one of their number as president of the association, first vice president, second vice president, secretary and treasurer. They shall announce their decision immediately to the those present at the general meeting. The meeting can be interrupted briefly for this purpose.

13. If, regardless of the reason, the senate is unable to nominate five people as members of the presidium, the presidium may also consist of fewer individuals. At least three presidium members must be appointed, however. These members must hold the offices in accordance with Section 26 of the German Civil Code.

14. Resolutions amending the articles of association or seeking a merger require a three quarters majority of the members in attendance. Motions for a merger or amendments to the articles of association must be submitted in writing with a statement of grounds to the presidium no later than 31 March of a given year.

15. The general meeting shall be chaired by the president or a different member of the presidium should the president not be able to attend. The chairman of the meeting shall determine who takes the minutes.

16. Voting shall be conducted openly by a show of hands. The general meeting shall decide with simple majority if a motion should be voted on by secret ballot.

17. Resolutions of the general meeting shall be logged in writing and signed by the chair of the meeting and the minutes taker.


Section 13
Extraordinary general meeting

1. An extraordinary general meeting shall be convened when it is required in the interest of the association. This meeting can be convened by the presidium or requested as part of a minority request from at least 20% of all association members.

2. In the case of a minority request pursuant to the articles of association, the presidium must invite all members to an extraordinary general meeting within four weeks. Invitations must also be sent within four weeks.

3. The extraordinary general meeting shall be called and announced, along with the agenda, in writing via letter or e-mail.

4. For all else, the same rules for a general meeting apply.


Section 14

1. The presidium shall consist of at least three, but no more than five presidium members.

2. The members of the presidium may only be appointed by proposal of the senate via a vote at the general meeting.

3. The president, the first vice president and the treasurer comprise the board pursuant to Section 26 of the German Civil Code [BGB]. The association shall be jointly represented by two presidium members, one of whom must be either the president or the treasurer.

4. The term of office is four years. Re-election is permitted.

5. The presidium is charged with leading and managing the association. It is also responsible for all affairs of the association insofar as these are not expressly assigned to a different organ in these articles of association. The presidium shall decide to build up reserves.

6. The presidium shall hold office until a new one is elected. The same applies for individual members of the presidium. Entry into the register of associations is binding.

7. If a member of the presidium resigns prematurely during the ongoing term, an acting presidium member can be appointed by order of the remaining presidium members until the next general meeting.

8. A person union between individual offices is prohibited.

9. Presidium meetings shall be convened by the president or another member of the presidium if the president is unable. The presidium constitutes a quorum when more than half of its members are present. Resolutions shall be passed by a simple majority of the attending members. A tie shall result in defeat.

10. If all presidium members agree, resolutions can also be passed in writing. This can happen by post or by e-mail.

11. The presidium can also appoint up to two assessors to support the work of the presidium. These assessors have an advisory role and do not belong to the presidium. They have no voting power in combined meetings with the presidium.

12. The presidium can pass an internal resolution to determine who is granted access authorisation to participate in the online banking process. The presidium can also decide to transfer this authorisation to a member of the association.

13. The presidium can also pass a resolution regarding the rules of procedure and division of responsibilities to help it organise its work.


Section 15

1. The senate is comprised of former association presidents as well as recipients of the AIOD prize provided that they are members of the association.

2. The senate shall support and advise the presidium after these two organs have agreed on how this should be done, particularly with respect to questions of fundamental significance.

3. The senate is primarily responsible for resolutions regarding nominations at the general meeting for electing the presidium pursuant to Section 12 Paragraph 10 of these articles of association.

4. Senate members shall elect a speaker from their own number. The speaker is authorised to participate in presidium meetings with two additional senate members, to be named by the speaker, without voting rights. They shall be invited to meetings by the presidium.

5. The senate shall meet twice a year. The meetings shall be convened and led by the speaker of the senate.

6. Members of the senate each have one vote in the senate meeting. A tie shall result in defeat. The senate shall constitute a quorum, regardless of the number of attending senate members.

7. The senate shall pass a resolution with simple majority to determine whether a candidate will be added to the list of nominees for the election of the presidium at the general meeting.

8. If all senate members agree, resolutions can also be passed by letter or by e-mail.


Section 16

1. The presidium can establish scientific and administrative subdivisions to support it with its tasks. These subdivisions can be departments, commissions, committees, teams etc. The presidium shall determine the duration, purpose, structure and organisation of subdivisions. The subdivisions are dependent on the presidium.

2. Every subdivision shall appoint its leader in conjunction with the presidium. The leader must be confirmed by the presidium.

3. The presidium is also responsible for terminating and dissolving subdivisions.

4. The presidium is entitled to participate in all subdivision events and shall be invited to these meetings.

5. The presidium is authorised to determine the agenda for subdivisions.

Section 17
Cash auditor

1. The general meeting shall elect two cash auditors for a period of two years.

2. Only full members who are not members of the presidium or another board of the association may be elected. If the post of cash auditor is vacant or if a cash audit cannot be carried out for other reasons, the presidium can decide to have the cash audit carried out by tax professionals or other suitable persons or institutions.

3. The cash auditors are responsible for verifying the accuracy of cash management and accounting documentation from a factual and accounting standpoint once a year at the end of a financial year. They shall audit all association funds, including all accounts, accounting records and receipts and report back to the general meeting. The cash auditors shall move to formally approve the actions of the presidium at the general meeting. The presidium shall be informed beforehand of any complaints found during the audit.


Section 18

1. The association can issue regulations to control internal processes for its work and its duties.

2. The presidium is responsible for the issuance, amendment or annulment of a regulation. The presidium shall decide by way of resolution.

3. When necessary, regulations can be issued in particular for the following domains and areas of responsibility: Rules of procedure for the association organs, financial regulations, contribution regulations, electoral regulations, a code of conduct.

4. None of the regulations constitute a part of the articles of association and as such will not be entered into the register of associations.


Section 19
Limitation of liability

1. Volunteers are only liable for damage to members or to the association as part of fulfilling their voluntary activities if caused intentionally or by gross negligence.

2. The association is not liable to the members internally for damages or losses caused by intent or gross negligence incurred by members when using facilities, devices or equipment belonging to the association or at association events insofar as these damages or losses are not covered by the association's insurance policies.

Section 20
Data protection

1. Personal data regarding the personal and professional circumstances of employees shall be saved, transferred and amended with due regard to the statutory requirements as laid down in the German Federal Data Protection Act [BDSG] in order to fulfil the purposes of the association.

2. Each member has the right to request information regarding data stored about that member and to amend the data stored about that member if they are incorrect.

3. Data will be blocked if a member alleges errors to that member's stored data that can be neither confirmed or denied. If the storage of that member's data was unauthorised, they will be deleted.

4. The organs of the association, all employees and others acting on behalf of the association are prohibited from processing personal data, making these data public or available to third parties or otherwise using personal data in any way other than that which has been authorised for the purpose of completing a specific task. This obligation also applies after the aforementioned parties have left the association.

Section 21
Dissolution of the association

1. An association may only be dissolved by resolution of an extraordinary general meeting convened for this purpose and observing a notice period of four weeks.

2. At least three quarters of all members must be present at this meeting. If this majority cannot be attained, an additional general meeting shall be convened within two months. This meeting shall constitute a quorum regardless of the number of members who are present. This fact must be pointed out expressly in the invitation.

3. A four fifths majority of the members present is required for dissolution.

4. If the general meeting passes the resolution to dissolve the association, the members of the presidium shall be appointed as liquidators.

5. On the dissolution of the association or discontinuation of tax-privileged purposes, the assets of the association devolve to a legal entity under public law or to another tax-privileged association for the purpose of allocating funds to promote scholarship and research.

Section 22
Validity of these articles of association

These articles of association were agreed upon at the general meeting in October 2014.

They became effective with entry in the register of associations.


Essen, Germany, October 2014