Bylaws of the Afro Middle East Hernia Society (AMEHS)

 Art. 1 Object
The Afro Middle East Hernia Society (AMEHS) was founded on 02.09.2009 in Genève (Switzerland). The Afro Middle East Hernia Society (AMEHS) is an international, non-profit, non-political, non-religious association.

Art. 2 Purpose
The membership of the association shall consist of surgeons, intensive care specialists, anatomists, physiologists and scientific investigators engaged in the study of the abdominal wall and abdominal hernias, who shall qualify as titular members.
The mission of this association is to:

  1. 1.Study anatomic, physiologic, pathologic and therapeutic         problems relating to the abdominal wall and abdominal hernias.

  2. 2.Publish scientific articles regarding the anatomy, physiology and pathology of the abdominal wall and abdominal hernias.

  3. 3.Establish future organisations or sections outside Africa, the Middle East and Arab Countries capable of participating in research studies or providing instructions within the context defined in points 1 and 2.

  4. 4.Develop interdisciplinary relations.

Art. 3 Registered Office and Business Office
The Registered Office of the association shall be at c/o Wilmore, 4 rue de Tir au Canon, 1227 Carouge (Genève-Switzerland). The business office of the association shall be at the office of the Secretary-General in charge.

Art. 4 Board of Directors
The society shall be administered by a Board of Directors consisting of the President, Secretary-General, Treasurer and four board members. The past President, relating to the subsequent year, and the President-elect shall be ex-officio members of the board.
The President shall serve for one year and the Board members shall serve for three years and cannot be re-elected immediately. The Secretary-General and the Treasurer shall serve for five years and can be re-elected. The Secretary-General and Treasurer shall be chosen from among the members of the Board.
The Board of Directors can make use of workers as required by the Society.
An Editor-In-Chief for AMEHS’s Official Journal may be appointed by the Board and shall have no voting rights.

Art. 5 Functioning of the Board

  1. A.A general board meeting will be held at least once a year. The Secretary General shall give at least two months’ notice of each such meeting.

  2. B.The decisions of the Board shall be made by a simple majority vote of its members. In the event of a tie, the Secretary General shall have the deciding vote.

  3. C.Members of the Permanent Advisory Committee may take part in the Board meetings, but shall have no voting rights.

 

Art. 6 Duties of the President
The duties of the AMEHS President are: A) to preside over the Board Meetings and the General Assembly, B) to sign the minutes of the Board meetings and the General Assemblies, C) to represent AMEHS together with the Secretary General at official functions.
The President-elect shall replace or act on behalf of the President when circumstances render it necessary or when the latter is unable to perform his duties.

Art. 7 Duties of the Secretary-General
The duties of the Secretary-General are: A) to review the minutes of the Board meetings and the General Assemblies, B) to co-sign, together with the President, the minutes of the Board meetings and the General Assemblies, C) to co-sign, together with the President, or as directed, the appointments and diplomas, D) to supervise any proceedings and scientific publications considered appropriate by AMEHS, E) to authorise any expenditure necessary for the proper operation and development of the association, performing, if necessary, the duties of the Treasurer and to sign cheques and payment orders, F) to define the agenda to be followed at the Board meeting and the General Assembly, G) to send the notices of the General Assemblies, H) to represent AMEHS together with the President at official meetings, I) to propose and ensure the organisation and promotion of future scientific research activities with centres and clinics or any other type of scientific research on the abdominal wall, L) to participate in preparing the Annual Scientific Program with the designated President of the Congress, M) to guarantee and supervise the correct working order of the Web Site. He implements the decisions relating to the website proposed by the Board and presents an annual report. N) The Secretary General can appoint up to two Vice Secretaries and several managers for the various sectors as he sees fit. They will directly report to the Secretary-General. During the election period, the Secretary-General cannot be elected President. The 1st Vice Secretary-General shall be responsible for replacing the Secretary-General if he is unable to perform his duties, assuming the fullest powers during the replacement.

Art. 8 Duties of the Treasurer
The duties of the Secretary Treasurer shall be: A) to update the accounting records of AMEHS, B) to produce AMEHS’s accounting records for inspection, C) to co-sign cheques and payment orders with the Secretary-General in the event of delegation, D) to produce an annual report to the Secretary-General so that he may examine it with the competent authorities, E) to submit the statement of income and expenses to the General Assemblies. If necessary, the annual report may be prepared by the Secretary-General. During the election period, the Treasurer cannot be elected President.

Art. 9 Permanent Advisory Committee
The National Representatives shall promote the AMEHS in the respective countries where they will set-up national chapters of the Association. They shall maintain the coordination with the Board as Permanent Advisory Committee. Each National Chapter must have at least 3 subscribed members and must ensure that its President can participate in the AMEHS Board. If there are less than ten members in a country, the member can join the National Chapter of the nearest country.
The National Representatives (National Delegate) can participate in the board but shall have no voting rights.
The Members of the Permanent Advisory Committee (National Delegate) are the Presidents from the National Chapters.

Art. 10 General Assembly
Each year, the Assembly elects the President-elect by separate vote. Four members of the Board in office and three alternate members are voted every three years and the Secretary General and Treasurer are voted every five years. The alternate members shall replace the members in office only when said members are permanently unable to take part in the meetings or when a board member is appointed President-elect. If additional members are required, lists from previous elections can be used.
The members of the Society shall meet annually at a congress. This congress shall be organised by a Congress President approved two years beforehand by the General Assembly and proposed by the Board.
During every congress, a General Assembly will be held in which all the members may participate, but at which only the titular members with current subscriptions and Honorary Members shall have the right to vote. The Secretary shall give at least one month’s notice of this general assembly.
The General Assembly shall receive a progress report from the Secretary-General and the financial report from the treasurer. It shall approve or reject the Treasurer’s report. It shall reappoint the Board at the instance of the Secretary General. It shall ratify relations established with other bodies. It shall appoint the Presidents for the next congresses as proposed by the Board, as well as the delegates to attend the various congresses in which the association is involved. The President of the Congress is solely responsible for: 1) the technical and financial organisation of the Congress, 2) its scientific organisation after discussion and approval of the Congress programme submitted by the Secretary General.
It shall discuss the agenda items and may change the bylaws as proposed by the Board.
All decisions of the General Assembly shall be made by a simple majority vote of the titular members, upon payment of their current membership fee, and by the Honorary members present.
The minutes of the Board meetings and of the General Assemblies shall be recorded in a register kept by the Secretary General. The financial records shall be held by the Treasurer of the Association.

Art. 11 Members
All applications for membership of AMEHS or for vacant posts on the Board shall be sent to the Secretary General, who will forward them to the Board for examination. The Board shall decide whether to accept or reject membership applications and the decisions shall be ratified by the General Assembly.

Art. 12 Termination of membership
A member of the society may be terminated either by resignation or by expulsion pronounced by the Board for activities which are prejudicial to the mission and reputation of the Society, or if they fail to pay two consecutive subscriptions.

Art. 13 Honorary Member
The Board may also nominate an individual for Honorary Membership. This title allows the individual to attend the General Assembly and they shall not be required to pay a subscription.

Art. 14 Corporate Alliance
The AMEHS can consist of institutions, societies, associations or companies that have a special interest in the field of abdominal wall pathologies and whose interest may benefit the mission of the association.

Art. 15 Resources of the Association
The resources of the association shall contain funds received from: A) the subscription fees of the members. The subscription shall be fixed by the Board. It shall include subscription to the official journal of AMEHS, B) grants and revenue received, C) the assets of the association.

Art. 16 Dissolution
Dissolution of the society can be decided by a majority of the total voting membership, and only at an Extraordinary General Assembly convened specifically for this purpose by the Board. In the event that a majority vote is not reached at the first Assembly, a second General Assembly shall be convened and the dissolution shall then be decided by the a majority of the members present. The majority proposing the dissolution shall give the assets of AMEHS to a charitable organisation or to a research or study facility.