Articles of Association of the “International Shared Decision Making Society e. V.”
1. Name, Registered Office, and Legal Form
1.1 The association bears the name “International Shared Decision Making Society”, abbreviated ISDM.
1.2 The association shall be incorporated in the register of associations/societies. Thus, the name of the association receives the addition “eingetragener Verein” (registered association).
1.3 The registered office is in Hamburg /Germany.
1.4 Fiscal year is the calendar year.
2. Purpose of the Association
2.1 The association follows only directly charitable objectives in terms of “tax-de-ductible purposes” of the German Fiscal Code.
2.2 The aim of the association is the promotion of science and research as well as vocational training in shared decision-making and patient-centered care.
2.3 The purpose of the association is supposed to be realized in particular by:
2.3.1. regularly scheduled meetings and conferences, which serve the education and training on the association’s’ subject;
2.3.2. cooperative studies, the creation of interest groups, and a social networking platform etc.;
2.3.3. promotion of young scientists and training of health care professionals and other interested professional parties; especially for example through special seminars, junior offers at conferences and international network building;
2.3.4. the advice and consultation of healthcare professionals (physicians, nurses, etc.), other professional parties, authorities and the public including information on shared decision-making and person-centered care.
2.4 The association fosters research in shared decision-making and patient-cen-tered care and promotes the application of this knowledge translation in health care.
2.5 The association will cooperate with different scientific, professional and patient or citizen associations with similar goals and activities.
2.6 The association may fulfill its herein stated purpose also through assistance, in accordance with section 57 § 1, s. 2 German Fiscal Code.
3. Benefit to the Public – Non-Profit
3.1 The association is non-profit and has noeconomic objectives.
3.2 The recognition of the association as a non-profit organization will be sought. Resources of the association, any profits from donations or membership fees shall be used only for statutory purposes.
3.3 The members receive no allowances from the means of association. No person may be favored by issues that are foreign to the purpose of the association, or by disproportionately high allowances. The members are not entitled to the assets of the association on their termination or dissolution.
4.1. Members of the association can be individuals and legal entities (also public ones), associations of individuals and public-law institutions who are active within the framework of the tasks of the association.
4.2. The executive board decides about the member admission upon written request within its discretion. A rejection requires confirmation by the next general assembly.
4.3. The membership is terminated by
4.3.1. failure to renew it,
4.3.2. death or
4.3.3. through written withdrawal to the executive board or
4.3.4. via exclusion.
4.4. A member can be excluded by the board with immediate effect if the continuance of the respective membership has become unbearable for the association for an important reason. Such an important reason is fulfilled especially if the member, despite reminders, for a period of more than twelve months has not paid his/her contribution or acted in direct violation of the society’s interest. The member has to be provided with a hearing before its exclusion.
4.5. An objection to an exclusion must be expressed in written format within 6 weeks, which will then be decided finally by the next general assembly. A withdrawal is allowed only at the end of the year set by the association.
5. Members Duties
5.1. With the application for the membershipthe members acknowledge the content of the articles of association and the association’s order. The members are obliged to support the goals and interests of the association as well as to act in accordance with the decisions of the bodies of the association.
5.2. The members pay their contributions to the association. Further decisions, especially the amount and due date of the contributions, will be set by the general assembly. For this purpose, the general assembly is authorized to enact a membership fee scale.
5.3. The members are obliged to provide the executive board with a postal address as well as an email address and to notify the executive board of any changes regarding the aforementioned.
6. Bodies of the Association
Bodies of the association are
6.1. The general assembly
6.2. The executive board
7. Calling and Functions of the General Assembly
7.1. The board appoints an annual member meeting – general assembly – and com-municates the provisional agenda in written format or via email at least once within a year. At least 6 weeks should range between the written invitation and the date of the general assembly. Location, date and agenda will be set by the board. The deadline starts with the day of the dispatch of the invitation. Every member may – up to one week before the general assembly – apply in written format or via email towards the executive board for an amendment of the agenda.
7.2. The general assembly is the assembly of the association‘s members. The general assembly decides upon all essential matters of the association, in particular through:
7.2.1. election of the members of the executive board;
7.2.2. exoneration of the executive board as a result of the accountability report of the president and the report of the auditors for financial management;
7.2.3. election of the two auditors for financial management;
7.2.4. final decision on the inclusion and exclusion of members;
7.2.5. election, changes and amend-ments to the articles of association, and a possible membership fee scale;
7.2.6. decision on the establishment and the amount of membership fees;
7.2.7. dissolution of the association;
7.2.8. election of the cash officer;
7.2.9. every other task the general assembly is – by law or any other institution – obliged to fulfill.
7.3. An extraordinary general assembly is convened at the written request of one third of the members entitled to vote. The convocation takes place notifying the agenda at least 2 weeks prior to the date of the assembly. The applied agenda will be binding for the general assembly.
7.4. A general assembly can also be held virtually (online-procedure) in a chat-room (also without picture and/or sound trans-mission), which is only accessible for members with their identity verification data and separate password, if the executive board defines such an online-procedure in the invitation. The general assembly has to be held as real in-class-meeting upon request of one third of the members entitled to vote.
For a virtual general assembly (the online-procedure), the password, which is only valid for the actual general assembly, will be sent by separate email immediately before the general assembly, maximally three hours before the general assembly. It is sufficient, that the email would be send to the email address last notified to the executive board. All members are obliged not to allow third parties access to their identity verification data and password and to maintain strict confidentiality in this regard.
The following provisions of section 8, especially section 8.3 regarding the quorum and section 8.4 regarding the majority, are valid for real in-class-meetings as well as for virtual general assemblies.
8. Procedure of the General Assembly and Resolution
8.1. Every member is entitled to participate at the general assembly. Through the general assembly’s decision guests can be allowed to join.
8.2. The general assembly is directed by the president, in case of his/her unavailability by the vice-president, in case of his/her unavailability by the treasurer. Is he/she neither available the general assembly is obliged to elect out of the participants a chair. At the beginning of the assembly a secretary is to be elected and changes in the agenda are to be announced by the chair.
8.3. Every ordinary called upon general assembly has regardless of the number of participants a quorum. Every participant is eligible to vote. Every member has one vote. Every member can be represented in the general assembly by another member; the authorization has to be done written or by email and the authorization has to be presented in the general assembly.
8.4. Decisions of the general assembly will be reached – as long as the law allows it – through a simple majority of votes cast. Invalid as well as abstinent votes equal to not given votes. A change of the Arti-cles of Association or the dissolution of the association requires a 2/3 majority of the votes cast.
8.5. The chair defines the way of voting and electing. The votes or election have to be conducted in writing, in secret respectively, if this is decided by the general assembly.
8.6. The decisions and election results of the general assembly are to be recorded and to be signed by the chair and the secretary. The protocols are to be stored.
9. Executive Board
9.1. The Executive Board consists of:
9.1.5. two additional board members (e.g. young scientist, patient representative)
9.2. Authorized to represent are two members together. By the general assembly’s formal decision the board members can be freed of the restrictions of § 181 Civil Code. By the general assembly’s formal decision one or several board members can be awarded to act alone as legal representative of the association.
9.3. The members of the executive board are elected by the general assembly for the duration of two years and remain board members until the election of new re-spective board members, if the board member does not resign. A reelection of board members is allowed.
9.4. The board leads the day-to-day affairs and represents the association to the outside in and outside the court. Further it has to perform the following the duties:
9.4.1. Preparation and invitation to the general assembly, setting up the order of business;
9.4.2. carrying out the general assembly’s decisions;
9.4.3. keeping the books;
9.4.4. planning the budget as well as the annual financial statement and its report;
9.4.5. entering and terminating contracts with employees and service providers;
9.4.6. giving directives to employees;
9.4.7. deciding upon the admission and the exclusion of new members.
9.5. The board members’ expenses for the association will compensated by it.
10. Assemblies and Decisions by the Executive Board
10.1. The president or alternatively the vice-president invites to board´s assemblies through written invitation or by email at least a week before. A board assembly can also be held by telephone or video conference. The board assembly has a quorum if at least three members are present.
10.2. Board decisions are reached through a simple majority of the votes cast. In case of a tie of votes the chair´s vote is deci-sive. The provisions of clause 8.2 apply accordingly for the chair and secretary of the board´s assemblies.
10.3. All decisions of the executive board have to be recorded and stored.
11. Cash officer
11.1. The general assembly elects every yeara new cash officer who neither may be part of the executive board nor may be an employee of the association. The cash officer keeps the books and fiscal report as well as provides a recommendation for the decision regarding the ex-oneration of the board.
11.2. The reelection of the cash officer is allowed.
12. Dissolution of the Association
12.1. The dissolution of the association is carried out by decision of the general assembly with two-thirds majority of the votes’ cast.
12.2. In the situation of dissolving or eliminating of tax-deductible purposes, assets of the association fall to a legal entity of public law or another tax-favored entity for use in the promotion of research and science, if it exceeds the paid-up capital shares of the members and the value of the contributions paid by the members.
Version Founding Meeting 15.11.2018