Governance

Notarized 27 December 2024

Article 1

NAME AND SEAT

1. The name of the association is: International Confederation of Plastic Surgery Societies (ICOPLAST)
2. The association has its statutory seat in Utrecht, the Netherlands.

Article 2

PURPOSE

1. The purpose of the association is to educate, communicate, advocate and advance the specialty of plastic surgery globally. The association will be established as a non-profit entity to serve the public interest.
2. The association will achieve its purpose by amongst others facilitating communications and education among national plastic surgery societies as well as by all other means that are related thereto or can be conducive to the purpose.
3. Through its efforts of education, the association will improve the quality of care to patients throughout the world. It will educate and inform the public about the specialty.

Article 3

FINANCIAL YEAR / MEMBERSHIP FEE

Financial year

1. The financial year of the association will coincide with the calendar year.

Membership fee

2. The Council of National Delegates decides the amount of membership fee due from the National Societies and may adjust that fee as deemed appropriate. The fee structure will be proposed by the Board and decided by the Council of National Delegates.
3. Dues are to be paid on January first each year and are considered delinquent after sixty days. The Board has the authority to assess a penalty after sixty days to late payments.
4. Dues will be prorated based upon the month the member joins.
5. In special circumstances, the Board may partially or fully discharge the national society upon receiving a request from the Treasurer of the association, no later than thirty (30) days after receiving the bill. The Treasurer shall present the request to the Board at the next Board meeting electronically, provided that the vote follows the procedures outlined in Article 7, Section 4 of these Articles of Association.

Article 4

MEMBERSHIP / REGIONAL ASSOCIATONS

1. The membership shall be comprised of one National Plastic Surgery Society in each country, which represents the full scope of plastic, reconstructive and aesthetic surgery.
2. The Council of National Delegates decides upon the admission of a National Society after considering the recommendation of the Board and may use one or more of the following guidelines:
   
   1. the National Society is recognized by the Minister of Health or other government bodies as the primary association for the specialty of plastic, reconstructive and aesthetic surgery;
   2. the National Society is recognized as the major association in developing the curriculum and training of plastic surgeons in the country where it is based;
   3. the National Society represents the majority of board-certified plastic surgeon or those on a national specialty register for plastic surgery in the country.
3. The ICOPLAST Board will keep a register containing all the names and addresses of its Member National Societies.
4. The members will be divided into the following regions: North America; Central/South America; Europe; Asia; Oceania; Africa and the Middle East (hereinafter: the regions).
5. Memoranda of Understanding (MOU) may be established with regional associations to represent plastic surgeons in a geographical area. A MOU regional society would not be considered as an ICOPLAST member with voting rights.
6. A Member Society may be dismissed from the association for failure of payment of dues after two (2) years or other infraction by a resolution passed by a simple majority of the Council of National Delegates.
7. A Member Society can only be named a full member (and will as such be entitled to exercise its membership rights) once the first membership due has been paid.
8. Pending their approval for full membership eligibility by the Council of National Delegates, an applicant Member Society may be named a Provisional Member if they so wish and at the discretion of the Board. Provisional Membership will be billed pro-rata for the running year or until the next Council of National Delegates meeting for half price of full membership for that society.

Article 5

ASSOCIATION

The association shall be governed by:

1. the Board;
2. the Council of National Delegates

Article 6

THE BOARD

General

1. The Board will manage the day-to-day business operations of the association. The Board is accountable to the Council of National Delegates for the results of its management of the association. The Council of National Delegates has the right to recall the Board and request regional federations or societies to nominate replacement members of the Board if the professional management is found to be unsatisfactory. The Board carries out its duties in accordance with the policy plan drawn up by the Board.

Duties of the Board

2. The Board shall supervise, control, and direct the business and operations of the association, its committees and publications, determine its administrative policies and procedures and actively promote its purposes. The Board is responsible for the management of finances, the preparation and implementation of budgets and shall supervise the investment and disbursement of its funds. The Board may adopt such rules and regulations for the conduct of the association’s affairs as it is deemed necessary or advisable after approval by the Council of National Delegates.
3. The Board prescribes duties and terms of service, as well as supervises and dismisses employees or outside contractors hired to manage day-to-day operations. The Board shall report its activities and decisions to the Council of National Delegates at each duly convened meeting of the Council of National Delegates

Composition of the Board / Election and Appointment

4. (a) The Board shall be comprised of a maximum of twelve (12) members, natural persons, and the members may be appointed from outside the members. Board members will be appointed by the Council of National Delegates after having been nominated by the Member’s regional plastic surgery associations in each region. A person is only eligible to become a Board member if he or she is a member of a national society member association.

4. (b) The number of Board seats per region shall be based upon the population of plastic surgeons per region, with no region allowed greater than two voting seats. The initial number of Board members for each region shall be: North America – 2; Central/South America – 2; Europe – 2; Asia – 2; Oceania -1; Africa – 1; Middle East – 1, in addition to one (1) National Trainee Delegate, who is elected by the trainees and ratified by the Board and will rotate upon completion of the term.

4. (c) The number of Board seats is defined by the relative number of declared members of Member National Societies within these regions. The aim is to adjust the number of Board seats if and when the relative complement of members shifts for a period of six years.

4. (d) Each region will conduct its own election to determine its nominees to the Board. This election shall happen no later than six (6) months prior to the expiration of a Board member’s term. The Council of National Delegates will have the final vote on the appointment of the nominees resulting from each regional election.

Officers of the Board

5. The Board will elect its own President, Treasurer and Secretary from amongst it members who will each serve a two-year non-renewable term in this position.
   
   1. The President is not eligible for continuation on the Board upon the conclusion of his or her term. What has been provided for in paragraph 8 under a does not apply to the office of President
   2. The Treasurer and Secretary are eligible to continue on the Board up to the maximum of six (6) year’s total for any member of the Board, taking into account what has been provided for in paragraph 8 under a.
   3. Board members will be entitled to compensation of the expenses they made in the execution of their office in compliance with the association’s travel reimbursement policy.

Duties of the Officers

6. (a) The President shall serve as an ex-officio member, with the right to vote on all committees based. The President shall preside at all meetings of the Council of National Delegates and Board of and shall make all appointments to committees, unless otherwise provided for in these Articles. The President shall implement the goals and the objectives in accordance with the purposes of the association, subject to the direction and approval of the Council of the National Delegates and the Board.

6. (b) The Treasurer shall be the principal financial officer of the association and oversee the collection of all dues, assessments, fees, and charges; shall establish and maintain proper accounting procedures; shall deposit the association’s funds in such banks, trust companies, and/or investments as approved by the Board; shall take care to draw up financial statements with a compilation report by an accountant within six (6) months after of the end of the financial year based upon the usual principles.

6. (c) The Secretary shall be responsible for keeping the minutes of all meetings of the Council of National Delegates and the Board; shall see that all notices required by law or these Articles are properly given; shall be custodian of the corporate seal and records, shall keep a roster of National Societies within the association; shall notify individuals of their election to office, their appointment to committees; shall perform all duties incident to the office and any other duties prescribed by the Board of the association; shall aid the presiding officer and advise the Board, committees and National Societies within the association on questions of parliamentary law.

Absence or inability to act. Presidential Succession for an unplanned incident

7. (a) In the absence or inability to act of a Board member, the remaining Board members shall be charged with the management, notwithstanding the provisions of article 6.7 (c) and (d) and the provisions of article 6.9. In the absence or inability to act of all the Board members, a person designated for that purpose by the Council of National Delegates shall be charged with the management temporarily. This appointed person shall be equated with a Board member as far as acts of management are concerned.

7. (b) An absence shall be deemed to exist if a vacancy has arisen. A Board member shall be deemed to be absent if, other than by leave, he/she has been unable to perform his/her duties for a period of at least ten (10) consecutive working days or if it can be reasonably foreseen that, other than by leave, he/she will be unable to perform his/her duties during that period.

7. (c) Should the President not be able to temporarily act due to unforeseen circumstances, the Secretary shall temporarily act as President until such time the President returns and can fulfil his/her duties in the office.

7. (d) In the event of a presidential resignation or if the President shall not be able to serve for longer than six (6) months, a new election will be conducted by the Board as defined in by these Articles of Association to elect a new President from amongst its Board members to complete the remainder of the term. This time served shall not count towards the Presidential or Secretary term limit as defined by these Articles of Association. If the Secretary stay on the Presidential post, the board will elect a new Secretary

Terms and dismissal

8. (a) The terms of Board members shall be three years and can be renewed once for a consecutive term of three years, for a maximum service time of six (6) years. As long as no re-election has taken place and/or the vacancy on the Board has not been filled, the Board member concerned will remain in office, provided this Board member consents to this continued membership of the Board.
   Board members are subject to an annual review of their engagement and performance on the Board by the Audit Committee, and their terms will be concluded early based upon non-performance, moral or financial mismanagement, or unacceptable conflict of interest, by a resolution passed by a simple majority of the Council of National Delegates.

8. (b) The membership of the Board also ends:
   
   (i) on retirement from professional clinical practice, whether or not by rotation;
   (ii) on completion of no greater than six (6) years of service as a member of the Board with the time served to include any members that also served as an Officer of the association during that six (6) year time frame;
   (iii) in case the Board member is no longer a member of a national member society;
   (iv) in case the National Society that delegated the Board member, is no longer a member of the association, including non-payment of dues;
   (v) if a Board member no longer is free to administer its own equity.

Board Member Succession

9. In the event of a Board member resignation, the region shall conduct a special election to fill the Board Member seat for the remainder of the calendar year. This time served shall not count towards the Board Member term limit as defined by these Articles of Association. The relevant region will determine whether this candidate should be considered for appointment to the Board for a full term, following the expiration of the interim term. The Council of National Delegates will have the final vote on the appointment of the nominees resulting from each regional election.

Advisory Council to the Board

10. The Board may establish an Advisory Council. The composition and terms of the Advisory Council shall be laid down in a regulation which shall be drawn up by the Board. The Advisory Council shall have the task of advising the Board. The Board may decide whether to follow or not to follow the advice of the Advisory Council.

Article 7

BOARD MEETINGS / DECISION MAKING

Quorum of the Board

1. At any meeting of the Board, no less than one-third (1/3) of the members of the Board being present or represented shall constitute a quorum for the transaction of business and for the taking of Board resolutions. Virtual attendance is acceptable.
2. Considering what has been provided for in paragraph 1 of this Section, resolutions by the Board may only be taken by a majority of votes of those present or represented at a meeting.
3. Meetings of the Board shall be held not less than four (4) times each calendar year at such time and place as the Board may determine; one of the meetings must be conducted in person, while the other meetings may be conducted via web or audio conference call. In the event where a physical meeting is not possible during a financial year, due to extraordinary circumstances such as a global pandemic, a travel ban, or other challenges that may prevent the Board from meeting in person in a calendar year, the Board may hold meetings via a video and/or audio conference.
4. The Board may take resolutions without holding a meeting provided this is done by electronic means and all members of the Board participate in the electronic vote.
5. A Board member shall not participate in the deliberations and decision-making if he has a direct or indirect personal interest that conflicts with the interest of the association and the association affiliated with it. The Board member must declare that conflict, recuse her(him)self from the discussion and the minutes must reflect the same.
6. However, the Board shall remain competent to take decisions if there is a conflict of interest with regard to all Board members. The Board shall then take the decision with a written record of the considerations underlying the decision.

Articles 8

COUNCIL OF NATIONAL DELEGATES

Duties of the Council of National Delegates

1. Under Article 2:37 paragraph 2 of the Dutch Civil Code, the Council of National Delegates is the ultimate governing body of the association to which the Board shall be accountable. The Council has the responsibility and authority for:
   
   • General supervision;
   • Control of the association;
   • Making statements of policy ;
   • Elect members of the Board;
   • Review management report;
   • Approve committees;
   • Review and approve budgets by the Board and the annual audit;
   • Approve dues and assessment amounts;
   • Ratify or refuse other recommendations of the Board.

The Board shall have authority to act in the place of the Council of National Delegates in between meetings of the Council of National Delegates, when, in the exercise of the reasonable discretion of the Board, it is necessary to do so, provided that any such actions shall be submitted to the Council of National Delegates for ratification at its next duly convened meeting.

Composition of the Council of National Delegates

2. Each Member Society will have one delegate and one alternate delegate. Each delegate (or National Society) holds a number of votes with a maximum of five (5) depending on a vote to member ratio of 1:500. The alternate will be recognized by the Council in the absence of the official delegate. A delegate may also grant a proxy to another delegate in order to represent the absent delegate. Such proxy must be in writing and must be shown to the Chair of the meeting. A delegate cannot hold a proxy for more than two other delegates.

Election of Delegates

3. Each Member National Society is responsible for the election/appointment of a delegate(s) to represent the Member National Society.

Term of Delegates

4. Delegates shall be elected for a four-year term. Terms are renewable once for an additional four (4) years.

Meetings, Convocation of the Delegates

5. The Council of National Delegates will meet in person once every two years and will, also conduct business, including voting, via electronic means (such as a video conference) at least twice a year. If a meeting is held in person, hybrid/ virtual attendance will be offered to those who cannot join in person. Communication will take place to the addresses that the National Society members have communicated to the Board and will take place no later than six weeks in advance for face-to-face meetings and no less than fourteen days in advance of electronic meetings, including the day of the convocation. The communication of each National Society member that has agreed thereto will also be done by electronic means to the address which the member has provided to the Board.
   The individual members of the Member Societies may attend the annual Council of National Delegates meeting without voting rights. The Council of National Delegates can decide to exclude these individual members from any part of the meeting at their full discretion.

Quorum of the Delegates

6. A quorum of twenty-five (25%) of the National Societies registered is required to conduct business brought before the Council of National Delegates. Virtual attendance is acceptable.

Voting

7. Unless otherwise provided for by law or these Articles of Association a simple majority is required of the delegates participating in said meeting, if a quorum is present for votes brought before the Council of National Delegates.

Article 9

NATIONAL TRAINEE DELEGATES

1. National Trainee Delegates will nominate and elect one National Trainee Delegate as a Member of the Board with full voting privileges as a representative of the National Trainee Delegates. The term is for one year and is renewable up to a maximum of three years. The National Trainee Delegate representative on the Board is not eligible to hold the position of Officer of the Board. The National Trainee Delegate Board position rotates between each ICOPLAST region.
2. National Trainee Delegates are non-voting members of ICOPLAST and do not qualify as a member as referred to under Dutch law. National Trainee Delegates do not form part of the Council of National Delegates.

3. Composition and Election of the Appointment of National Trainee Delegates:
   
   1. Member National Societies appoint their own National Trainee Delegate.
   2. There is only one (1) National Trainee Delegate per member country.
   3. National Trainee Delegates must be in a plastic surgery training program approved by the Member Society or within three years of qualification.

Article 10

COMMITTEES

General

1. The Board will identify areas for which the formation of one or more standing committees or special purpose task forces will be appropriate to carry out the work of the association. All committees will be approved by the Board and announced to the Council of National Delegates.

Article 11

MANAGEMENT AND REPRESENTATION

1. The Board shall have the authority to hire professional management services for administration of the association. The Board shall be accountable to the Council of National Delegates for the results of its management of the association, and the Council of National Delegates shall have the right to recall the Board and request regional federations or societies to nominate replacement of Board members if the professional management is found to be unsatisfactory.
2. The Board represent the association. In addition, the association can be represented by the President, the Treasurer and the Secretary acting jointly.

Article 12

FINANCES

1. The association will maintain separate bank accounts from any management association and shall designate two members of the Board who will have signatory authority over the account, one of whom shall be the treasurer. The Board may appoint/grant proxy to an executive manager who will have signing authority and who will be limited by an amount set by the Board.

Article 13

DISSOLUTION AND LIQUIDATION

Dissolution

1. The association can be dissolved by a resolution of the Council of National Delegates, which resolution can be taken by a majority of the votes cast. Such resolution can be taken in a meeting or by electronic means. In the event the resolution is taken by electronic means, the resolution can also be taken by a majority of the votes, provided that all members of the Council of National Delegates have taken part in the electronic voting.

Liquidation

2. If the association is dissolved pursuant to a resolution of the Council of National Delegates, its assets will be liquidated by the Board, unless the Council of National Delegates resolves otherwise.

Credit balance

3. The credit balance after finalizing the liquidation procedure shall be distributed to a public benefit institution to be determined by the Council of National Delegates with a similar objective or to a foreign institution that exclusively or almost exclusively serves the public benefit and that has a similar objective

Article 14

AMENDMENTS

1. These articles of association will be amended by a resolution of the Council of National Delegates, which resolution can only be taken by a majority of two/thirds of the votes cast in a meeting of the Council of National Delegates. The resolution may also be taken by electronic means (such as video conference), provided that the notification guidelines as set out in Article 8.5 of these Articles of Association are complied with. In addition, the notification should include the proposed amendments to these Articles of Association. In the event the resolution is taken by electronic means, the resolution can also be taken by a majority of two/thirds of the votes cast in favor of the proposal.

Article 15

STANDING RULES

1. In standing rules, a further arrangement for all subjects that would require so, can be laid down. Standing rules will not violate the law or these articles of association.

Article 16

FINAL STIPULATION

1. The Council of National Delegates will decide in all cases not provided for by the Articles of Association or the law.

CONCLUSION

The person appearing is known to me, civil-law notary. Subsequently I, civil-law notary, communicated and explained the substance of the deed to the person appearing, including the consequences ensuing from the contents of the deed.

The person appearing declared to have taken cognizance of the contents of the deed and agreed to them. The person appearing also declared to have agreed explicitly to the limited reading of the deed. Immediately after its limited reading, this deed was signed by the person appearing and by me, civil-law notary. The deed was executed in Utrecht on the date written at the beginning of this deed.

Notarized 27 December 20249