ISfTeH Statutes (rev. 02/02/2016)
I. Name, Headquarters, Purpose
A society in the sense of Article 60 ff. of the Swiss Civil Code shall exist under the name International Society for Telemedicine & eHealth ISfTeH (hereafter “ISfTeH”). ISfTeH shall be an independent body operating on a not-for-profit basis and not aligned with any particular political party or religion. ISfTeH shall be headquartered in Basel (Switzerland).
ISfTeH’s purpose shall be to promote international health telematics – particularly telemedicine, eHealth and associated fields – including research, development, practical applications and initial and supplementary training for the benefit of the world’s population.
To achieve its purpose, ISfTeH may in particular
- support cooperation between non-governmental organizations on the one hand and governmental and non-governmental institutions on the other
- support national telemedicine and eHealth organizations
- promote the cause of telemedicine and eHealth within the World Health Organization and other international institutions or organizations
- contribute to the dissemination and exchange of knowledge, information and technologies relating to telematic applications
- promote initial and supplementary theoretical and practical training in the field of telemedicine and eHealth, including its applications throughout the health sector regardless of professional or geographical limits
- support journalistic activities relating to telemedicine / eHealth research and development and its application
- bring together telemedicine / eHealth users, scientists, researchers and sponsors, advisers, manufacturers and distributors and their scientific personnel
- promote the formulation and publication of good practices in the profession and also information on how to act
- support activities relating to the establishment of appropriate legal outline conditions for telemedicine and eHealth applications
The society shall consist of natural persons as individual members and legal persons as collective members. The members shall be classified as national members (national), affiliated members (affiliate), associated members (associate), institutional members (institutional), corporate members (corporate), individual members (individual), student members (student) and nurses members (nurse). National members shall be membership organizations (Associations/Societies) representing telemedicine / eHealth in their particular countries. The board of directors shall decide whether an organization shall be considered its country’s representative. Affiliated members shall be the natural persons belonging to an appointed national member in the ISfTeH. Affiliated members shall be non-voting members represented by the national member registering the affiliate. Associated members shall be organizations not belonging to the national members. Institutional members shall be governmental and non-governmental academic institutions such as universities, clinics, researchinstitutes and their sponsoring organizations. Corporate members shall be commercial organizations such as manufacturers, distributors and service providers in the field of telemedicine / eHealth. Individual members shall be natural persons concerned with telemedicine / eHealth. Student members are non-voting members who shall be natural persons undergoing academic training, up to the Masters level. Nurse members are non-voting members who shall be natural persons exercising the nurse profession. The board of directors shall accept and classify members in accordance with its own fair judgment. The general assembly shall rule on the exclusion of a member. In case of good cause for an exclusion relating to the behaviour or character of a member, the board of directors shall rule on the exclusion. Exclusion can also be pronounced if a member does not fulfil its membership financial obligations.
The organs of the association shall be:
a) the general assembly
b) the board of directors
The General Assembly shall be responsible for carrying out the following tasks:
- approving the electing of board members
- amending the statutes of the society
An ordinary general assembly shall be held once a year, either with member’s physical presence or by means of a suitable form of tele- or electronic communication. Extraordinary general assemblies may be convened by the board of directors or if a fifth of the members request this whilst specifying their purposes for doing so, either with member’s physical presence or by means of a suitable form of tele- or electronic communication.
The board of directors shall issue written invitations to attend the general assembly with at least 60 days’ notice and indicating the general assembly’s agenda. The board of directors shall be notified in writing at least 30 days prior to a general assembly of motions submitted by members on which the general assembly is to vote. Members unable to attend may also vote on motions by means of a suitable form of telecommunication. They may cast their votes by telephone, facsimile, email or other suitable means. The meeting’s chairperson must take into account all votes for which there is no reasonable doubt as to the identity of the sender. Decisions of the G.A. shall carry based on a majority of votes cast, i.e. 50 % + 1 of the eligible voters (members in good standing) with 20 % of the eligible voters present at the G.A. However, in order to amend the statutes of the Society, at least 2/3 of the valid submitted votes shall be required.
Election of directors: The Board of Directors shall consist of nine elected directors. Five members directors shall be elected drawn from the group of national members. The other four members directors shall be elected from the associates, the institutional, the corporate and the individual groups. Each group shall appoint one director. Each member within a category shall will have one vote. A director shall have a three-year term of office. Directors may be reappointed an unlimited number of times. Three additional Board members (Coopted Board members) may be selected by the elected Board members, from any group, for a one-year, renewable term of office. As with all Board decisions, in case of a tie, the President shall have a casting vote.
Board Structure: Each member of the Board of Directors shall have one vote. The Board of Directors shall appoint from amongst its elected members a president, a vice president, a secretary, a treasurer (Executive Committee), and further officers if it considers these necessary. The Board of Directors shall indicate competences and responsibilities whilst making these appointments. The Board of Directors shall formulate rules of procedure for itself. The Board of Directors shall take key decisions as a collegiate organ.
Delegation: The association is free at any time to delegate individual activities to third parties by means of a valid decision by the General Assembly. The Executive Committee of the board can transfer current Society business, and in particular the administrative activities, to a branch office or business manager.
The board of directors shall be responsible for conducting all such business of the society as is not assigned to another organ in accordance with these statutes. In particular, it shall be responsible for implementing the society’s purpose and associated financial and strategic decisions and activities. It shall notify the members of these in an appropriate manner and carry out appropriate public relations activities. The board of directors may establish working groups to support it.
The Board of Directors acts voluntarily. Directors can only be compensated for their effective expenses and disbursements.
The board of directors shall as a rule organize an international scientific conference once a year. The conference shall take place on a rotating basis in the various countries of the national members. ISfTeH engages itself to organize or co-organize once a year an event specifically directed to the practical applications in the field of telemedicine/eHealth. The board of directors shall be responsible for conducting this activity. The board of directors shall also establish a list of ISfTeH supported events during a working year, which will be promoted as such on its website and through its newsletters.
IV. Finances, Liability, Liquidation
ISfTeH shall finance its activites through members' dues, donations, and other gifts and from the proceeds of events. The board of directors shall decide with a simple majority on the amount of members' dues.
ISfTeH’s financial commitments shall be covered by the society’s assets alone. The members’ liability shall be excluded.
In the event of ISfTeH being wound up, following its liquidation its assets shall be transferred to a tax-exempted charitable organisation having its seat in Switzerland whose purpose is as close as possible to the one of ISfTeH. If none available, assets will revert to the Cantonal Government.
V. Accounting and auditing
Accountancy work can be transferred to a qualified third party or company.
Appointment and use of an auditor:
Two Society members shall be designated by the Board as auditors for a period of 2 years. Alternatively, an external audit body can be appointed. The auditors inspect the Society’s accounts. They compile a written report to the annual general meeting.
By decision of the Board, re-designation or dismissals without notice are possible.
VI. Internal Signatory Regulations
Specification of a regulation requiring two signatures:
The Society only has an obligation as a result of a joint signatory authority involving two people. The Board designates the authority to sign.
VII. Concluding Provision
These revised statutes replace the ones that were approved by the General Assembly on 15th December 2012.