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Name, Head Offices and Scope of Society Activities

The society’s Head offices are located in Graz, Austria. The society is active throughout Austria and internationally on a worldwide basis.

The activities of the society are not profit-oriented.

Purpose

The purpose of the ISTD shall be the comprehensive promotion of teledermatology.

§ 3 Activities to fulfil the Society’s purpose

3.1. Idealistic activities:

a) Internationally exchanging experience in order to coordinate international activities in the field of teledermatology;

b) Communicating and publishing common quality standards for diagnosis and management of skin diseases in the field of teledermatology;

c) Communicating and publishing existing strategies for the management of skin diseases in the field of teledermatology;

d) Communicating and publishing quality standards for teleconsultation, focussing on teledermatology;

e) Organising scientific congresses and educational courses;

f) Publishing teleeducation programmes on teledermatology;

g) Coordinating and supporting national societies’ of teledermatology projects and those of individuals working in the teledermatology field;

h) Organizing online teledermatology databases;

i) Organizing a legal platform in order to provide databases of national and international legal standards and to discuss legal problems in the teledermatology field;

j) Coordinating and stimulating scientific work in the teledermatology field.

3.2. Fundraising:

The funds required to attain the society’s purposes shall be raised by:

a) Membership dues

b) Collections, donations or other payments (e.g. sponsorship funds, last wills)

c) Proceeds from events and congresses

§ 4 Members

4.1. The members of the society shall include

Ordinary members,
Extraordinary (supporting) members and
Honorary members.

4.2. Ordinary members are

a) physical persons working in medical fields (dermatology, telemedicine, oncology in particular), psychology, sociology, information technology, health administration, health management, business and legal consultancy or other fields who can distribute to the society’s purposes;

b) legal entities represented by their institutional bodies, working in the teledermatology field (e.g. National Societies of Teledermatology).

Ordinary members contribute actively to the society’s purposes.

4.3. Supporting members are physical persons or legal entities who pay regular annual dues in a substantial amount, thus sponsoring the society’s work through these dues.

4.4. Honorary members may be such physical persons or legal entities who, due to their special merits in connection with attaining the society’s purposes are appointed honorary members by the general assembly at the board’s recommendation.

§ 5 Commencement of Membership

5.1 Members of the society shall be physical persons or legal entities. Ordinary members shall work in the fields named in § 4.2. The board of directors shall definitively decide on the acceptance of ordinary and extraordinary members. Applications for acceptance may be rejected without giving reasons.

5.2 Honorary members are appointed by resolution of the general assembly upon proposal of the board by simple majority.

5.3 Before the society is constituted, acceptance of members will be decided by the society’s proponents. Membership will only become valid upon the constitution of the society.

§ 6 Termination of membership

6.1 Membership is terminated by death (by loss of legal personality in the case of a legal entity), by voluntary resignation, dismissal or cancellation.

6.2 Voluntary resignation may be declared any time, at least one month in advance by letter to the board of directors. The date of the postmark shall be determinant for effectiveness.

6.3 Voluntary resignation does not cancel a member’s duties vis-à-vis the society still in effect at the time of withdrawal.

6.4 The board of directors can cancel membership if dues have not been paid for a period of more than one year despite of two reminders. Obligation to effect payments having become due shall remain unaffected thereby. Cancellation of membership does not obviate the duties of membership till the date of cancellation.

6.5 The board can dismiss members who damage the reputation or the functioning of the society or do not comply with their corporate obligations. Dismissal is effective at once. Dismissed members shall be entitled to submit objections thereto within a period of 30 days to the president in writing and to demand a board of arbitration. The postmark date shall be determinant.

§ 7 Members’ Rights and Duties

7.1 All members shall be entitled to take part in the general assembly and in society events and to avail themselves of society’s facilities. Only ordinary members are entitled to vote actively and passively in the general assembly.

7.2. All members are obliged to promote the purposes of the society to comply with the statutes and the resolutions adopted by the organs of the society. All members must refrain from any and all activity which could jeopardise the society’s purpose and reputation. Ordinary and extraordinary members shall be obligated to effect payment of membership dues punctually in the amounts established by the society’s board.

§ 8 Organs of the Society

The society’s organs shall include:

the general assembly
the board of directors
the auditors
the board of arbitration

§ 9 The General Assembly

9.1. The general assembly shall be the society’s highest organ. The ordinary general assembly shall be convened every two years.

9.2. An extraordinary general assembly may be called to convene within a period of four weeks by the board of directors or the general assembly or upon written application by a minimum of 10% of the members or at the auditors’ request.

9.3. The board of directors shall invite all members to the ordinary or extraordinary general assembly at least 21 days prior to the date thereof by letter or by e-mail; the invitations must also contain the agenda (the postmark date shall be determinant for compliance with the deadline).

Should the agenda contain proposed amendments to the society’s statutes, the texts of such amendments shall be sent to the members 21 days prior to the date of the general assembly.

The board of directors shall determine the time and place of the general assembly.

9.4. Motions for the general assembly’s agenda must be sent to the board via letter or e-mail by no later than 10 days prior to the date of the general assembly. Only those resolutions passed on questions on the agenda shall be valid (with the exception of those petitioning that an extraordinary general assembly be convened).

9.5. All members of the society can take part in the general assembly and all ordinary members are entitled to vote. Each entitled member shall have one vote. Legal entities shall be represented by their proxies (authorised signatories). Physical persons may be represented by a proxy.

9.6. The president or, if the president is not able to chair the assembly, one of the vice presidents shall preside. If the vice president is not able to chair the general assembly, the most senior board member presides instead.

The general meeting shall constitute a quorum if at least 2/3 of the ordinary members are present. If the general assembly does not constitute a quorum at the appointed time, another general assembly shall be held half an hour later at the same place and with the same agenda; it shall constitute a quorum irrespective of the number of persons present. An extraordinary general assembly shall constitute a quorum of 1/3 of the ordinary members.

9.7. Elections and resolutions in the general assembly shall generally be passed by simple majority of all votes cast. However, resolutions by virtue of which the society is to be dissolved or its statutes are amended, must be passed by a majority of 2/3 of all valid votes cast. The president shall cast the deciding vote in a case of a tie.

9.8. The general assembly shall:

a) Approve the annual statement of accounts;
b) approve the annual estimates;
c) elect and dismiss the board of directors and the auditors every two years;
d) appoint and dismiss honorary members;
e) decide upon applications against dismissal of honorary members;
f) resolve on society amendments;
g) resolve on the liquidation of the society and the distribution of society funds in case of liquidation;
h) consult and resolve on other items on the agenda.

§ 10 The Board of Directors

10.1. The board of directors shall consist of a minimum of 3 persons, these are the president, the secretary-treasurer and the secretary-general and, if necessary, their deputies. The general-assembly may elect persons to the board who shall have special tasks in connection with attaining the purposes of the society.

10.2. Members of the board of directors shall be elected to their positions for a two- year term. They may be re-elected. The term does not end until new members are elected to the board. The board of directors may fill unscheduled vacancies on the board until the next regular election, at which time the general-assembly must approve or elect another member to fill the position for the time in which it is vacant.

10.3. The president of the board of directors shall convene its meetings or in case of his absence, the vice-president shall do so, via letter or e-mail. The Board of directors constitutes a quorum if all members have been invited and if at least 50% are present.

10.4. The board of directors passes its resolutions by simple majority. The president shall cast the deciding vote in the case of a tie. He shall chair the board; if he is prevented from doing so, one of the vice-presidents shall act in his place. Should the vice-presidents also be unable to perform this function, the board’s senior member shall act as chairman.

10.5. Membership in the board of directors ceases upon death, the expiration of the term, resignation or dismissal.

The general assembly may dismiss individual members of the board or the entire board any time.

Every member of the board of directors may resign at any time via letter or e-mail. Notices of resignation shall be addressed to the board of directors; should the board of directors resign in total, letters of resignation shall be addressed to the general assembly. They shall not become valid until a new board of directors has been elected.

10.6. Tasks of the board of directors:
The board of directors shall constitute the society’s legal representative in external matters. The board of directors shall perform all tasks which are not the duties of another of the society’s organs. The tasks of the board of directors shall particularly include:

a) budget, report of activities, annual statement of account
b) preparing the general assembly;
c) convening ordinary and extraordinary general assemblies;
d) administrating of the society’s assets;
e) accepting, dismissing and deleting society members;
f) hiring and dismissing society employees;
g) establishing members’ dues;
h) assigning special tasks among the board of directors;
i) co-option members to the board of directors

§ 11 Special tasks of members of the board

11.1.1. The President shall represent the society in external matters. The board of directors can oblige the general secretary to run the routine business of the society and appoint him executive organ of the society.

11.1.2. In internal matters, the president chairs the general assembly and the board of directors. He is entitled to decide himself on matters which appertain to the general assembly or the board of directors if there is the need to do so. Such decisions must be approved by the competent organ of the society.

11.2. It is the secretary’s responsibility to support the president in execution the matters of the society. The secretary general must keep the minutes of the general assembly and the board of directors’ meetings. He shall run the routine business and do administrative work upon request of the board.

11.3. The secretary treasurer is responsible for handling the society’s funds.

§ 12 The Auditors

12.1. The general assembly shall elect two auditors for a term of two years. They may be re-elected.

12.2. The auditors shall monitor the society’s finances, review the annual statement of accounts, and report on the results of their audit to the general assembly. In addition, the provisions set out in Clauses 10.2 and 10.5 apply accordingly.

§ 13 The Arbitration Board

13.1 The arbitration board shall decide on all disputes arising in connection with the society.

13.2 The arbitration board consists of 5 ordinary members of the society. Every party of a dispute shall nominate 2 persons as arbitrators to the board within two weeks. The nominees shall appoint an ordinary member of the society to be chairman of the arbitration board within one week by simple majority of all votes cast. Ties shall be broken by drawing lots.

13.3 The arbitration board constitutes a quorum if all members of the board are present. The decisions are passed by simple majority. All parties involved in a dispute must be granted a hearing.

13.4 If the arbitration board does not pass a decision within six weeks, the parties involved in the dispute may take their case to court. Furthermore, the parties may appeal an arbitration board decision in a court.

§ 14 Dissolution of the Society

14.1. Voluntary dissolution of the society may be resolved only in an assembly meeting which has been called for such purpose and at which at least half of all members entitled to vote are present. Such a resolution shall require a two-thirds majority of the members present.

14.2. If an assembly called for such purpose does not constitute a quorum, another assembly meeting must be called within a period of two weeks; such an assembly meeting shall constitute a quorum irrespective of the number of members present and shall resolve by simple majority of all votes cast. The chairman shall cast the deciding vote in a case of a tie.

14.3. The last board of directors must notify the authorities of the society’s dissolution and publish the dissolution in a medium intended for official announcements.

14.4. Should there be society assets at the time of dissolution, the last general assembly decide upon the society’s liquidation. The assembly shall appoint a liquidator. Furthermore, it shall resolve on who shall become the beneficiary of the assets. The society’s assets shall by no means go to its members but shall be used for beneficial purposes in accordance with Art. 34 ff of the Federal Fees and Levies Ordinance.

Note: These articles have been translated from the German language. If any disputes shall arise the original German text shall prevail.